FreeeUp Client Contract (Upwork)
This FreeeUp Client Agreement (“Agreement”) is made effective by and between (“Client”), and FreeeUp LLC, (“FreeeUp”), a Florida limited liability corporation on . Whereas Client desires to enter into this Contract with FreeeUp and FreeeUp will provide Client with access to their network of US and non-US based Independent Contractors (“Workers”). According the terms set forth herein, Client has agreed to compensate FreeeUp for its services provided to Client.
(i) FreeeUp agrees to provide Client with available Worker(s) within the FreeeUp network.
(ii) FreeeUp agrees to work with Client to resolve any issues that come up with these Workers.
(iii) FreeeUp agrees to respond to Client requests and inquiries within a reasonable amount of time.
(iv) FreeeUp agrees to replace any Worker that is not fulfilling the services agreed to be performed upon Client’s request and FreeeUp’s independent assessment of Worker’s performance.
(v) Prior to commencement of any services, Worker and their rates must be agreed to by Client and FreeeUp via Upwork.com (“Upwork”). Worker must agree to perform services for Client.
(vi) All transactions are final. Client shall review all Upwork billing upon receipt. Not withstanding the foregoing, Client shall bring any questions or concerns pertaining to bill to the attention of the FreeeUp team within a reasonable amount of time, within two (2) weeks from the date of the invoice.
Note: If you are not an Upwork user and did not find FreeeUp through Upwork, please request FreeeUp’s Non-Upwork Client Agreement. This Agreement shall have no effect and is not binding or enforceable in any manner whatsoever if Client is not an Upwork user and/or member and did not find FreeeUp through Upwork. Client agrees to indemnify FreeeUp and hold it harmless of and from any and all liability, expenses, costs and attorneys’ fees and the cost of any settlement incurred by FreeeUp in connection with and from any and all disputes, controversy, manner of actions, causes of action, suits, proceedings, debts, dues, contracts, judgments, damages, costs, expenses, attorney fees, claims, and demands whatsoever in law or equity which, in any manner, between Upwork and FreeeUp which arise out of or relate to this section.
Client is responsible for all billed hours for Workers provided by FreeeUp regardless of whether the Workers provides services to Client directly or a non-party. In the event a Client has a relationship with a non-party to this Agreement whom desires to utilizes FreeeUp’s Worker network, Client is fully responsible for all hours billed for Workers provided to Client under Client’s Agreement up to and until any non-party enters into a contractual agreement with FreeeUp, and with the express written consent of FreeeUp. This includes payments of all fees originating exclusively from Client’s bank account(s) (ACH) and/or credit card(s).
Client agrees to never provide payment related to services performed under this Agreement to any Worker directly. In the event Client wishes to compensate Worker with a discretionary performance bonus or make any other payment for independent contractor services, all payments must be paid through Upwork. Once payment is made through Upwork and received by FreeeUp, FreeeUp will then provide such payment to the Worker subject to and in accordance with FreeeUp’s Independent Contactor Agreement with Worker.
Client agrees to not discuss rates with Workers. This is a material term of this Agreement. Workers understand they are not to discuss their contractual Independent Contractor rate with Client. Client will contact FreeeUp regarding any rate questions, concerns or feedback. FreeeUp’s Contact information is:Nathan@FreeeUp.com or Accounting@FreeeUp.com; Phone Number: 413-250-0846; Skype: portlight.nhirsc.
Client understands and acknowledges that a Worker has no right or authority, expressed or implied, to assume or to create any obligation or responsibility on behalf of FreeeUp, unless expressly directed or authorized by FreeeUp in writing. The Worker shall have no right to make any representation or warranty regarding FreeeUp.
VII. LIMITED USE OF WORKERS. Client agrees to make no attempt to hire, pay, recruit or solicit or hire, contract with or compensate a FreeeUp Worker outside of the FreeeUp network or encourage any other business or person from attempting to do so during the term of the Agreement and for the 24 month (2 year) period immediately subsequent to termination of the Agreement. This expressly prohibits Client from doing any of the acts set forth in the first sentence through any third party.
In the event of a breach of this section by the Client or any other party for the benefit of Client, the parties acknowledge that there is substantial cost to FreeeUp in the recruitment, onboarding and maintenance of the relationship of its Workers and other clients. Accordingly, Client shall pay to FreeeUp the stipulated sum of $2,500.00 and 25% of Worker’s total earnings from Client, regardless whether compensation is paid directly to Worker or through an entity for Worker’s benefit, for 24 months from the date of any breach of Client’s obligations under this section. This is referred to as a Worker referral fee. The parties agree that the total Worker referral fee is not a penalty, but rather a good faith estimate of the damages FreeeUp will suffer in the event the provisions in this section are breached since the ultimate damages FreeeUp will suffer are not ascertainable at this time but would exceed the agreed to Worker referral fee calculation. Client expressly agrees that these provisions are in its best interest and are fair and reasonable.
The Worker referral fee does not apply if:
(a) The Worker did not interview with or was not introduced to Client; or
(b) Worker previously provided services for Client prior to Client entering into this Agreement.
Provided Client has not breached the above provisions in this section, Client can seek to buyout a Worker from FreeeUp obligations. The buyout amount is a minimum of $2,500.00 USD, but shall be negotiated with FreeeUp directly and is subject to a separate, written agreement. Any potential buyout is subject to the Worker’s express written agreement. A buyout contemplates only the right to engage Worker directly, outside FreeeUp. A buyout does not provide the Worker the right to leave the FreeeUp network or to drop or cease performing services for other FreeeUp clients subject to the terms and conditions of their independent contractor agreement with FreeeUp.
VIII. ON BOARDING. Client understands that while Workers will have past work experience, it is Client’s responsibility to onboard the Worker(s) in all aspects specific to the agreed upon services to be provided. This does not apply to FreeeUp’s Experts. Experts begin billing right away (see Section IX, below, on billable hours).
(i) Client will be billed for all on boarding/testing hours if and only if Client engages the Worker to perform services.
(ii) Client will not be billed for on boarding/ testing hours if Client decides to terminate Worker’s services during the first 3 hours of on boarding.
(iii) Once on boarding reaches the start of hour 4 (3 completed hours), Client is responsible for payment of all previous on boarding hours (including the 3 completed) and future billed hours.
(iv) FreeeUp is responsible for replacement costs for the actual number of hours Client spent on boarding the former Worker if the former Worker becomes unavailable or ceases performing services for Client absent any fault attributed to Client. For example, if Client spent 5 hours on boarding the former Worker, FreeeUp will cover up to 5 hours of on boarding for the next Worker. This is applicable for up to 100 on boarding hours, provided that is the number of hours Client actually spent on boarding the former Worker. Any actual on boarding of the former Worker exceeding 100 hours is not covered by FreeeUp.
(a) This policy and provisions are expressly conditioned on the Worker becoming unavailable and/or ceasing to perform services for Client and the unavailability and/or ceasing of services are not the fault of, or attributable to, Client.
(b) On Boarding/Replacement are limited to Client teaching Worker its business processes specific to the service Worker is engaged to performed as agreed to by all parties.
(c) FreeeUp will only pay replacement costs if Client engages a new FreeeUp Worker.
(d) This does not apply if Client terminates the Worker or pauses work for more than 1 week (7 days, including Saturday and Sunday).
(v) FreeeUp can offer Client project managers at an hourly rate to assist in setting up, on boarding and managing workers. Project managers are treated the same way as any other Workers in terms of billing and FreeeUp’s policies.
Client can use FreeeUp’s timeclock or Upwork to view rates and time entries.
(ii) Client is entitled to a 15 minute phone call with any Worker before committing to hire them. After the phone call is complete, Client must tell FreeeUp if they wish to engage Worker so Worker can be added to FreeeUp’s Timeclock.
(a) During the phone call, Client can ask Worker about their background, skills, experience and other questions regarding Worker. Worker is prohibited from reviewing Client’s account(s), providing any consultation, and/or beginning on boarding or commencing to perform services until Client informs FreeeUp of its desires to engage Worker.
(b) Clients are not billed for the 15 minute phone call.
(iii) Once a Worker is hired by Client, all phone calls, on boarding, research, work, consults, emails and time Worker spends with Client is considered billable time and will be charged to Client at the agreed upon hourly rate.
(iv) Billable hours includes the initial time a Worker spends reviewing the Client’s account and creating an action plan with estimated hours for Client to approve. On average, Experts take 1-2 hours to meet with Client, review the project/account, perform research, and create an action plan with an estimate of likely hours the project will require to reach completion. This is merely an estimate and the amount of time an Expert spends on these tasks vary by Client and circumstances. This does not create any warranty express or otherwise that work or services will be completed within the estimated time provided by Worker or Expert.
(v) Once Worker begins, Client has the right to limit hours that Worker bills by informing Worker in advance, in writing, how many hours they are approved for. Client is not responsible for billed hours exceeding any approvals unless the Worker gets prior approval to exceed the hour limits. Client understands that each Worker has independent discretion on how they perform services and limiting hours may impact performance and results. Client cannot request Worker perform services in a time period less than Worker’s estimate of the length of time such services will take to complete.
Client hereby indemnifies and holds harmless, FreeeUp, its owners, managers, members, officers, directors, shareholders, successors and assigns, of and from any and all manner of actions, causes of action, suits, proceedings, debts, dues, contracts, judgments, damages, costs, expenses, attorney fees, claims, and demands whatsoever in law or equity, arising out of or related to this Agreement or the services provided by any Independent Contractor or Worker pursuant to this Agreement. This expressly includes without limitation Client’s acceptance of all responsibility for any error, omission, failure to complete, breach of any confidentiality agreement between any Independent Contractor or Worker and Client, failure to satisfactorily perform, defect, negligent, tortious, intentional, actual or alleged fraudulent transfer made or received by Client,unlawful or illegal act or conduct, during, related to or ancillary to any services. Additionally, this expressly includes without limitation any third party, including without limitation Upwork, and/or online marketplace altering or terminating Client’s or any client of Client’s rights or access. Client has agreed to accept under this Agreement including without limitation all damages sustained by any client of Client for which FreeeUp or any Independent Contractor or Worker provided or performed any services for directly, indirectly or for the benefit of under this Agreement. This indemnification and hold harmless provision further includes without limitation any classification of Client as an employer of any Independent Contractor or Worker or joint employer of Independent Contractor or Worker; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits threatened or brought by any Independent Contractor or Worker. This provision continues and remains in full force and effect upon termination of the Agreement.
XII. REASONABLENESS OF LIMITATIONS. It is agreed to by the parties that the covenants in this Agreement are reasonably necessary to protect the legitimate business interests of FreeeUp and that such covenants impose a reasonable restraint on Client in light of the business and activities of FreeeUp.
XIII. RELATIONSHIP OF FREEEUP AND INDEPENDENT CONTRACTOR/ WORKER. Worker is an independent contractor for FreeeUp and is not an employee of FreeeUp for any purposes whatsoever. The parties also agree that this Agreement does not constitute or create a general agency, joint venture, partnership or franchise between them. FreeeUp shall not make any deduction, withholding or contribution with respect to Independent Contractor on account of FICA (social security), unemployment insurance contributions, unemployment compensation, income tax or otherwise, under any federal, state or local laws that may be applicable to an employer/employee relationship.
XIV. REFERRALS. Client are encouraged to tell other potential clients about FreeeUp, however, Client agrees to not share proprietary information of FreeeUp or pricing arrangements between FreeeUp and Client under this Agreement. Client can retrieve its affiliate link by logging into its FreeeUp Account. For all new clients who either:
Client gets a $0.50 for each and every hour billed to the referred client. If Client has a weekly invoice, the amount is credited from that weekly invoice. If Client does not have a weekly invoice, FreeeUp will pay the referral to Client directly provided Client provides FreeeUp a method to direct payment. Client is responsible for all processing fees.
XVI. TERM/TERMINATION. This Agreement shall remain in effect for a period of six (6) months from the date of execution of this Agreement by all parties hereto. Unless terminated, in writing, as provided herein, this Agreement shall automatically renew for successive periods of six (6) months each. Termination of this Agreement may only occur as stated herein:
(i) FreeeUp may terminate this Agreement at any time and for any reason without notice. The termination is effective on the date it is provided to Client.
(ii) Client may terminate this Agreement at any time by providing written notice to FreeeUp. Client acknowledges and understands it is responsible for all billed hours prior to (including the day of) termination. Written notice of termination shall be provided by email, with a “read and received” receipt, to: email@example.com, bearing the subject line: “Notice of Termination of Client Agreement.”
(iii) Client understands and acknowledges that a breach of subsection (ii) of this section, is a material breach of this Agreement.
(iv) Notwithstanding termination of this Agreement by either party pursuant to this section or otherwise, all remaining provisions of this Agreement shall remain in full force and effect for the time period agreed to by the parties herein. This includes without limitation the restrictions set forth in Section VII of this Agreement.
XVII. NOTICE AND CURE. In the event Client believes, in good faith, that FreeeUp is in material breach of any obligation contained in this Agreement, Client shall give FreeeUp written notice of the alleged breach and FreeeUp shall have thirty (30) days in which to cure any breach, if any. The notice of alleged breach shall be provided by either certified mail or email, with a “read and received” receipt required.
XVIII. NO PRIOR RESTRICTIONS AND LAWFUL CONDUCT. Client represents and warrants that Client is not a party to any other contract, agreement, restrictive covenant, non-compete or any other prior restriction (“Prior Restrictions”) which would be violated by Client’s business relationship with FreeeUp contemplated by this Agreement. Client represents and warrants that there are no Prior Restrictions which would, in any manner whatsoever, prohibit, restrict or impact Client’s ability to enter into this Agreement. Client agrees to indemnify FreeeUp and hold it harmless of and from any and all liability, expenses, costs and attorneys’ fees and the cost of any settlement incurred by FreeeUp in connection with and from any and all manner of actions, causes of action, suits, proceedings, debts, dues, contracts, judgments, damages, costs, expenses, attorney fees, claims, and demands whatsoever in law or equity which, in any manner, arise out of or relate to, any Prior Restrictions.
Non-Circumvention of Upwork.com: Client acknowledges and understands it is fully responsible for and shall indemnify FreeeUp for Client’s breach of any relationship or agreement with Upwork.com. Client agrees and understands it is solely responsible for any and all damages incurred by FreeeUp as a result of Client’s breach of any relationship or agreement with Upwork.com including without limitation lost profits and suspension, limitation, and/or termination of FreeeUp’s access to and/or usage of Upwork.com or relationship or agreement with Upwork.com. Client agrees to indemnify FreeeUp and hold it harmless of and from any and all liability, expenses, costs and attorneys’ fees and the cost of any settlement incurred by FreeeUp in connection with and from any and all manner of actions, causes of action, suits, proceedings, debts, dues, contracts, judgments, damages, costs, expenses, attorney fees, claims, and demands whatsoever in law or equity which, in any manner, arising out of or relating to FreeeUp’s relationship with and/or access to Upwork.com as a result of a breach of this section.
Client represents and warrants that it shall not and will not request or demand any Worker(s) to perform work that is illegal, violates any other contracts of Prior Restrictions or that Client and FreeeUp have not agreed to be performed under this Agreement.
XVIX. WAIVER. The parties agree that failure of any party to insist upon strict performance of this Agreement shall not operate or be construed as a waiver of any rights to enforce this Agreement. No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default.
XXI. COPIES AND COUNTERPARTS. Any true fully executed copy of this Agreement, including any fully executed copy hereof, shall be deemed to constitute an original of the same. This Agreement may be executed in counterparts.
XXII. ENTIRE AGREEMENT. This Agreement represents the full, complete and entire agreement between the parties. Provided, however, the parties represent and agree this Agreement is subject to certain terms of each parties’ independent agreement with Upwork (“Upwork Agreement”). The parties agree that in the event any term in this Agreement conflicts with any term in the Upwork Agreement, the parties shall provide notice to each other and the specific term of the Upwork Agreement shall remain in effect and supersede the specific term in this Agreement. However, the remaining term and provisions in this Agreement shall remain in full force and effect in the event a specific term in this Agreement is superceded by the Upwork Agreement. This Agreement may only be modified in writing, signed by all parties. This Agreement supersedes all previous agreements between the parties and all previous discussions, agreements, representations, promises, admissions, or any other dealings, are merged into this Agreement and no longer have any effect or value for any purpose whatsoever except as contained in this Agreement.
XXIII. NO ASSIGNMENT. This Agreement shall not be assigned by either party without the express written consent of the other party.
XXIV. MODIFICATION. This Agreement may not be modified, amended or changed, except by a written agreement signed by FreeeUp and Client.
XXV. GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of the State of Florida.
XXVI. JURISDICTION, VENUE AND WAIVER OF JURY TRIAL. Any legal proceedings of any nature brought by any party to this Agreement arising from or associated with this Agreement including without limitation any services performed under this Agreement shall be brought only in the Circuit Court in and for Orange County, Florida and the parties hereto expressly consent to jurisdiction and venue in Orange County, Florida and Client voluntarily agrees to submit to the jurisdiction of this court. In the event of any legal proceedings of any nature brought by any party to this Agreement arising from or associated with this Agreement including without limitation any services performed under this Agreement, the prevailing party shall be entitled to recover its costs and reasonably attorneys’ fees including fees, expenses and costs incurred in advance of filing suit, during suit and fees and costs on appeal. IN THE EVENT OF ANY LITIGATION ARISING OUT OF, OR TO ENFORCE THIS AGREEMENT, EACH PARTY EXPRESSLY WAIVES ALL RIGHTS TO TRIAL BY JURY OF ANY SUCH ACTION.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.
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Signed by Nathan Hirsch
Signed On: October 29, 2017
If you have questions about the contents of this document, you can email the document owner.
Document Name: FreeeUp Client Contract (Upwork)
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