Registered User’s Terms & Conditions
Tugnait Futuristic Technologies Private Limited
This document is an electronic record in terms of Information Technology Act, 2000, India and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
Internet domain names www.futuretechlancer.com and www.futuretechlancer.in (hereinafter referred to as "FTL" and/or “FTL Platform” and/ or “FTL Website” and/ or “Tugnait Website/ Platform”) are owned by Tugnait Futuristic Technologies Private Limited, a company registered under the Companies Act 1956 of India (hereinafter referred to as "Tugnait").
When you register, interact and/ or transact on FTL Website or offer your services on FTL Website or post a Project on FTL Website, you shall be subject to terms and conditions mentioned in this document (may be referred to as, “this Agreement” subsequently, in this document) including, applicable Policies or Terms which are incorporated herein by way of reference and you agree to bind yourself with the terms and stipulations contained hereinafter.
You have chosen to Register yourself as a “Freelancer” or as an “Employer” (definitions of both are mentioned below in this document.
For the purpose of this Document, wherever the context so requires "You" or "User" shall mean any natural or legal person/ entity including Freelancer and Employer who has agreed to avail the services on the FTL Website by accepting to provide your Data while enrolling on the Website as Registered User using the computer systems or Mobile/ Tablet etc, and by accepting to enter into a contractual agreement with Tugnait. The term "We", "Us", "Our" shall mean Tugnait and collectively together the three shall hereinafter be called as “Parties”.
These Terms and Conditions shall commence/ become applicable from the time you chose to Register, interact with or transact on FTL website and will remain valid till you are a Registered User of FTL Website.
However, Clauses on Confidentiality, Intellectual Property Rights, Code of Conduct, Indemnification, Acceptable Use of FTL Website and Platform, Disclaimers, Warranties & Limitation of Liabilities, will survive any kind of Termination, till Perpetuity.
When used in this document with the initial letters capitalized, in addition to the terms defined elsewhere in this Document, the following terms have the following meanings:
- “Affiliate” means an entity which directly or indirectly controls, is controlling, or is under common control with Freelancer/ Employer, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means direct or indirect ownership of work allotted.
- “Employer” is the intending customer who intends to avail the services of Freelancer for its Contract /Project/ Order/ Assignment through FTL Platform
- Any individual or Company having a valid and law-abiding Software Development Requirement (Contract /Project/ Order/ Assignment), can Register with FTL as an Employer, in order to find suitable Freelancer(s) for its Project through FTL Platform
- FTL would show only the “Display Name” on its website and that would be the Unique identity of the Employer
- “Freelancer” means a User; Individual or MSME (Micro, Small, Medium Enterprise), that registers with FTL platform to provide services through the Website(s) of FTL, and may include:
a. Any individual who wishes to take Contract Assignments to work in one’s own time and from place of own choice. S/he may or may not be employed somewhere else too (on permanent or temporary basis)
(i) If Employed, Freelancer is responsible to check whether s/he is allowed to work on Freelancing Contracts, as per terms of Current Employer & Country.
(ii) It is not possible for FTL to check current employment Terms of Freelancer and would consider that the person is authorised to take up Freelancing assignments, once s/he Registers as a Freelancer on FTL.
b. A MSME Company (Micro, Small or Medium Enterprise) may also Register itself as a Freelancer, if it wishes to take up Software Development Contracts for implementation by its team of Developers. In such a case:
(i) Registration at FTL should be done in the name of a Person who would be Head/ Lead Contact and would act as the Project Manager
(ii) Bank Account details shared with FTL, to receive Contract fees, should ideally be of the Company.
- “Awardee Freelancer” means a Freelancer who has been awarded a Project for delivery by and Employer
- “Freelancer Information” means any information regarding Freelancer available on the Platform of FTL, includes (but not limited to) information provided by Freelancer him/her/it self
- “Employer Information” means any information regarding Employer available on the Platform of FTL, includes (but not limited to) information provided by Employer him/her/it self
- “Freelancer Payments/ Pay-outs” means all payments made by Tugnait on behalf of Employer to the hired Freelancer, in accordance with Terms & Conditions mentioned in this document, including Bonus authorized by Employer or expenses reimbursed (if any)
- “Freelancer Services” means the services that a Freelancer performs for completion of Employer’s Project/ Order/ Contract, based on the Employer’s Project requirement posted and described on the Platform.
- ”Freelancer Work Product” means all work, work product and deliverables associated with the Freelancer Services as allocated by Employer.
- “Platform or FTL/ Tugnait Website” means www.futuretechlancer.com and or www.futuretechlancer.in
- “Partner Freelancer” means Additional Freelancer(s) sub-hired by the Freelancer who was awarded Project/ Contract/ Order by an Employer, for completing that Project/ Contract/ Order
- “Product” includes Software (in parts or final) developed by Freelancer, for an Employer
- “Tripartite Agreement” means the Agreement that gets executed when an Employer choses to award a Project through FTL, to the Freelancer that former has selected by interacting through FTL platform and the Parties to this Tripartite Agreement would be the Employer, the selected Freelancer and Tugnait
- “Employer Payments” means all payments made by Employer to Tugnait for completion of the Project/ Contract by the hired Freelancer, in accordance with these Terms and Conditions and in accordance with the Tripartite Agreement that gets executed at the time of Award of the Project by Employer to the Freelancer, including Bonus authorized by Employer or expenses reimbursed (if any)
- Platform and Services
Platform Access, subject to the terms and conditions of this Document:
- Tugnait grants Freelancer and Employer access to the FTL platform to use it so as to offer services and publish their requirements, respectively against consideration
- This Access granted by Tugnait is a limited, terminable, non-exclusive, non-sub-licensable (except as otherwise authorized herein or explicitly by FTL), non-transferable (except as otherwise authorized herein or explicitly by FTL) world-wide license to access and use the FTL Platform to:
- Browse FTL website and its network of Freelancers & Employers registered on FTL
- Post a Project required to be completed (by Employer) and Quote for a Project posted with intent to get Awarded the Project for Development/ completion (by Freelancer)
- Find, interact and select Freelancers/ Employers through the Platform
- Share Project Files with selected Freelancer(s)/ Employer(s)
- Pay milestone related payments to Tugnait (by Employer)
- Receive and review Freelancer Services (by Employer), and
- Approve Freelancer’s completed milestones and give go-ahead to Tugnait for requisite fee/ payment transfer to Freelancer, during the Term (by Employer)
- Tugnait reserves the right to modify/ improve features and functionality of the Platform, without notice, at its sole discretion.
- Employer and Freelancer are free to register on the website of FTL by posting their respective profile as per the terms of registration hereinafter detailed and uploaded in the registration form which shall be presumed to be true, correct and genuine.
- Tugnait has no resource or methodology, to verify the credentials of the Freelancer or of the Employer registered on the website of FTL, nor is liable to compensate for any adverse consequence arising out of any false disclosure on Tugnait’s Platform, directly or indirectly, to any Party, whether that Party/ Entity has accepted Terms and Conditions of this Document or not. Both Freelancer and Employer agree to absolve Tugnait of all liabilities, not limited to indemnification contained hereinafter.
- Whereas Websites www.futuretechlancer.com and www.futuretechlancer.in are a platform provided by Tugnait for Employer(s) and Freelancer(s) to virtually meet and interact with one another for their respective transactions and work through FTL Websites, which may include in their capacity either as Freelancer (Individual or a SME) or as an Employer (Individual or Company) located in India or Abroad.
- Tugnait does not have any control or does not determine or advise or in any way involve itself in the offering or acceptance of such commercial/contractual terms between the Employer and Freelancer, but once accepted the parties are bound of their respective right, duties and obligations as contained in this Document. All prices, discounts, offers, Bonus, Incentives are by and between Freelancer and Employer, and not by Tugnait.
- Whereas Tugnait is not and cannot be a party to or control in any manner any transaction between Employer and Freelancer and FTL platform is solely to facilitate transactions between Employer and Freelancer, limited to the extent as contained in this Document.
- All Commercial/ Contractual terms are offered by and agreed to between Employer and Freelancer, the Parties are without Limitation of Price, Payment Methods, Payment Terms, Date, Period and Mode of Delivery, Warranties to Product and Services.
- Award of a Contract/ Order/ Project/ Assignment by the Employer to the Freelancer(s) on the Website is an offer to avail the services of Freelancer for development of software, and it shall not be construed as an acceptance unless the Payment towards Contract/ Order/ Project’s first Milestone (or for the entire Project, if it has only One Milestone), has been received by Tugnait and such Acceptance is communicated to the Employer. This communication would be sent by FTL through an official email, on receipt of Payment.
- Freelancer is responsible for safety and protection of Employer’s data at his/its workplace and Tugnait has no control over the work environment of Freelancer. Employer understands the risks before Project is awarded to a Freelancer by an Employer.
- Freelancer’s performance of the Freelancer Services, including without limitation, laws and regulations related to work environment safety and conduct and laws related to illegal discrimination, harassment, civil unrest and retaliation.
- Tugnait reserves the Right to Advertise/ Publicise broad description of the Project/ Milestones/ Work delivered by engagement through FTL Websites or in promotion mails/ events/ seminars/ webinars etc, as Reference Use-cases/ Samples/ Achievements, for viewing by other users who visit FTL Websites. This is merely to highlight achievements/ works completed through FTL Platform. Employer agrees to allow Tugnait to use Employer’s Name, Logo, Trademark and Broad Project Description while Freelancer agrees to allow Tugnait to mention its Display Name and nature of work involved etc.
- It is agreed by all Parties, that in order to ensure continuity of Business, both Employer and Tugnait will have the Right to Assign this Document to another Party, if required, without impacting the on-going Project(s) and any Terms & Conditions of this Document and of the Tripartite Agreement(s) that had got executed to fulfill any Project(s) and which are on-going (under delivery).
- Where-so-ever Calendar Days/ Timings are referred-to, in FTL Website, FAQs (Frequently Asked Questions), Tripartite Agreement, this Document or in Project/ Contract, they are as per IST (Indian Standard Time), which is UTC+05:30. Further, India currently does not observe daylight saving time (DST) or other seasonal adjustments. FTL would capture Date and Time of Start of Contract/ Project/ Milestone and other associated events, as per IST (and endeavour to intimate the same, in its mails to both Employer and Freelancer)
- Business Model followed by FTL
By accepting Terms and Conditions of this Document, you agree to the following:
- FTL aims to bring together the Freelancer talent pool working in Futuristic Advanced Technologies, for easy hiring by Employers and award of Projects on a Contract basis. Both Freelancers and Employers register independently on FTL. Employers post their Project requirement on FTL while Freelancers search for suitable Project to Quote and get selected by corresponding Employer for Award of Project.
- FTL has coined a term to collectively refer to these Advanced Technologies by the Name – ABC RIGVEDA:
- A - Artificial Intelligence
- B - Blockchain
- C – Cloud Computing
- R - Robotics
- I – IoT (Internet of Things)
- G - Gaming
- V – Virtual Reality
- E – eFintech
- D – Data Science, Big Data, Data Analytics
- A – Augmented Reality
- It is agreed that nothing binds FTL to deal only in these Technologies or to deal in all of these technologies. FTL reserves the right to change/ delete any of above Technologies or add more technologies, at its sole discretion
- FTL provides a Free, Simple, Secure and Smart model; Free4 Pay. Eligible Users are free to Register themselves on FTL platform by filling requisite details in the Registration Form. There is no Membership Fees, Maintenance Fees for hosting Profiles/ Projects, Fees to Quote, restrained & complex Freelancer Plans, Enterprise plans, Tiered Pricing etc.
- Freelancer can post Profile for unlimited duration of Time
- Employer can post as many different Projects
- Freelancer can Quote for any number of Projects, without any fees or quota; there is no need to subscribe to any paid Plans
- Employer can browse, analyse, shortlist, chat and interact with any number of Freelancers
- Pay: Once Employer has selected Freelancer for its Project, former makes Deposit for the First Milestone of the Project (or for entire Project, if it has only One Milestone), with FTL, at the time of Award of the Project. This Payment/ Deposit is held with FTL and is not paid ahead to the Freelancer, till that Milestone (or the entire Project if it has only One Milestone) has been delivered by the Freelancer and Employer gives an exclusive go-ahead to FTL to transfer the payment, on getting satisfied
- Posting of profile on FTL Platform
- FTL/ Tugnait Platform provides facility to Employers and Freelancers to upload and post respective profiles on FTL website, on an as-disclosed basis during Registration and provide information about applicable Project/ engagement between Registered Users, in as-it-is basis as is posted by its Registered Users.
- Tugnait does not guarantee correctness or authenticity of the information so disclosed by any Registered User (during Registration or otherwise) and both Freelancer and Employer are advised to verify accuracy of the credentials/ information disclosed before any work allocation/ engagement/ financial commitment or transaction/ work commitment, on their own and subsequent to the allocation of this Project, Tugnait shall not entertain any query or objections in this regard.
- Posting of Project by Employer on FTL Website & methodology of its Fulfillment
- Employers Post respective Projects, hereafter referred to as the “Project or Contract”, on FTL Platform, quoting its price and time required to develop.
- On the other hand, Freelancers Post respective Profiles on FTL which includes its past works completed, Certifications, Credentials, Experience, Qualifications and Video (Optional) etc
- Freelancers have the facility on FTL Platform to Quote (Price, Milestones/ Break-up and Time required) to complete the Project
- Freelancer and Employer interact/ chat and discuss the Project implementation. Employer assess Freelancer’s capabilities to deliver the Project while Freelancer assesses Employer’s capability to review Project Progress and associated Payments.
- Both Freelancer and Employer get convinced and agree mutually to final Payment milestones and Time required. A Tripartite Agreement gets automatically executed moment Employer awards a Project to its selected Freelancer where-after, Employer is prompted to deposit Payment with Tugnait, for delivery of First Milestone (or, for the entire Project, if the Project has only one Milestone)
- Both Employer and Freelancer agree that Tugnait has no role in this selection process of the Freelancer by the Employer and the same is solely decided mutually between the Freelancer and the Employer. Tugnait primarily provides and will provide, its Platform for Freelancer and Employer to meet virtually, engage (& encourage engagement) and work (through the Website).
- All documents shared by Freelancer and Employer would be through the FTL Platform.
- The Deposit made by the Employer during Award of the Project, will include following:
- Amount agreed with the Freelancer for delivery of the First Milestone of the Project (Or, for the entire Project if it has only One Milestone)
- FTL Fees is 0%. There are no other hidden charges or special Service Plans
- Kindly refer Clause Number 11 to see applicability of Taxes etc, if any
- There are no other hidden charges or special Subscription Plans. Employer does not pay anything upfront to Post its Project or its Profile or to interact with numerous Freelancers
- This Deposit will be held with FTL and will not be given to the Freelancer until unless Freelancer has delivered Project or the First Milestone (as the case may be) ‘and’ Employer is satisfied with the delivered work. Employer would give its exclusive go-ahead to FTL to release that specific milestone-linked/ Project payment to the Freelancer
- FTL will mail ‘Freelancer Payment Transfer’ details to the Employer and also revised Statement of balance funds held, as and when the Pay-out happens and Employer would be obliged to deposit consideration for the next milestone with Tugnait, for Freelancer to commence further work on the Project
- Above process mentioned in serials e-g, would be repeated for all subsequent Milestones, till completion of the Project
- Award of Project by the Employer to the Freelancer for completion of its Project, after engaging/ interacting with Freelancer(s) on the Website, is an offer to avail the services of Freelancer(s) for development of software, and it shall not be construed as Awarded until unless the Payment towards Contract/ Order/ Project’s first Milestone (or for the entire Project if it has only One Milestone) has been received by Tugnait and such Acceptance is communicated to the Employer. This communication would be sent by FTL through an official email, on receipt of Payment.
- Independent Contractor The relationship between Employer and Freelancer under this Agreement and while engaging through FTL Platform, will be that of an independent contractor, and neither Employer nor Freelancer will be deemed to be an Agent or an Employee of Tugnait. It is expressly understood that this undertaking is not a Joint Venture.
- Payment to Freelancer
a. FTL will transfer each milestone linked payment to the Freelancer, on receiving go-ahead from the Employer indicating its satisfaction on delivery of work and accomplishment of that specific milestone
b. FTL will make the Payment Online into the Bank Account of the Freelancer and will mail Payment Transfer details to the Freelancer
c. FTL Charges a small fees of 12.85% for Projects awarded by Employer Company incorporated in India (or an Indian Resident) and 14.4% for Projects awarded by Employer Company incorporated outside India (or a NRI/ PIO/ Foreign National), from the Freelancer, which would be deducted from the Payment transferred to the Freelancer. There are no other hidden charges or special Subscription Plans. This means, Freelancer did not pay anything upfront to Post Profile or to win the Project. FTL fees will be deducted when pay-out is transferred to Freelancer by FTL on completion of Project/ Milestone and on receiving specific go-ahead from the Employer
d. Any Bank Transaction Charges or Taxes, if any, will be deducted while transferring the payment to the Freelancer. Kindly refer Clause Numbers 11 to see applicability of Taxes etc, if any
e. Above process mentioned in serials a-d, will be repeated for all subsequent Milestones, till completion of the Project
- Bonus Incentive
- If an Awardee Freelancer is able to delight its Employer with the work delivered, on-time & in-budget, Employer has the option, to give a Bonus Incentive after completion of the Project by going into “Completed Projects” Tile through “My Projects” dashboard of the FTL Platform. This is over and above the agreed Project/ Milestone linked Payment and is at sole discretion of the Employer to Award (& at what percentage)
- It is therefore advised that Freelancers maintain a healthy and cordial work relationship with the Employer and work hard to deliver on-time & in-Budget. This would assist Awardee Freelancer not only to bag further Projects from current Employer, but also from other Employers since, these achievements get reflected in Freelancer’s Profile Credentials and serve as Key Metrics, for selection criteria by other/ new Employers
- Employers are advised to mention & agree with Freelancer such Bonus Incentives, at the time of Award of the Project. This would keep the Freelancer motivated through-out the Project/ Milestone delivery, to put-in extra hours and travel extra miles to deliver Project/ Milestone on-time, in-Budget or may be even before time
- FTL Fees parameters remain the same for Bonus Incentive as they are applicable for Project Fees mentioned above in Clauses 4&5. This makes FTL charging system Simple, to both understand and implement
- Code of Conduct
- By registering with FTL Website, Employer and Freelancer agree and are expected to interact solely and only through FTL Platform and not engage in any direct conversation or business, which is not routed through FTL platform. If FTL finds a violation to this, it has full rights to block/ cancel registrations of Employer and/ or Freelancer, withhold all payments and forfeit all deposits made, in addition, to taking a legal/ penal course of action, as deemed fit by FTL, at its sole discretion.
- By registering with FTL Website, Employer and Freelancer, agree not to solicit each other, bypassing FTL Platform, which may cause financial or other loss to FTL. In the event of any such act or omission by either Party, FTL reserves right to seek necessary legal redressal as stipulated herein above, without limitation to the claim of Liquidated Damages calculated at the date of such violation of this Code of Conduct.
- Local Laws on Working, Taxes, Contracts
By registering with FTL Website, both Employer and Freelancer are deemed to have familiarized themselves with respective local laws on Work, Contracts, Taxes, Employer work or Freelancing. Since FTL website has Freelancers and Employers (Registered Users) from multiple countries, it is not practically feasible for FTL to follow different laws for Users from different countries. FTL follows the laws of its Country of Incorporation, India. Both Employer and Freelancer therefore, are themselves liable to know all such local laws and adhere/ abide/ comply to them.
FTL is indemnified of any infringement of respective local laws by Employer and/ or Freelancer, their respective work/ conduct/ compliances. Further, FTL is also indemnified from any third party, which is not a part of this Agreement, and gets effected, in any manner due, to non-compliance of local laws by Freelancer and/ or Employer.
- Treatment of FOREX Conversion, Payment Gateway or Bank Charges
It is agreed by Employer and Freelancer that FTL has no control over FOREX conversion rates charged by different Banks/ Payment Gateways, Bank Transaction Charges (Wire Transfer etc) when Payments are made inter-country, in different currencies or on Bank charges (including intermediary Banks).
- Dispute Resolution Mechanism
- Both Employer and Freelancer agree to go through FTL Website FAQs (Frequently Asked Questions) and Cues/ Hints in the Website, to be very specific and detailed in laying down & mutually agreeing to Project Milestones and Delivery Scope of Work. The fact that a Tripartite Agreement gets executed, indicates that both Freelancer and Employer had mutually agreed to SMART Milestones (Specific, Measurable, Agreed & Attainable, Relevant and Time-Bound) and the same has been communicated in their Text Chat messages, as these are recorded and may be referred back to, in case of any subsequent dispute.
- Employer had also uploaded Attachments in form of detailed Project Requirement Document, Supporting Explanatory Notes, Pictures, Graphics etc, emulating the final required outcome and agreed these with the Freelancer before awarding the Project
- To avoid any disputes, Employer and Freelancer agree to remain in touch with each other and engage regularly while the Milestone or Project is being worked-on by the Freelancer; this would greatly reduce any last minute hiccups, dissatisfaction, miscommunications and disputes. Further, FTL gives an option to both Employer and Freelancer, to Record Audio/ Video Calls initiated through FTL Website (by clicking on the Three Dots Menu), which should be exercised by both, so that same can be reproduced, during the time of Arbitration, if any
- If a dispute does occur, both Employer and Freelancer are agree to mutually come to an amicable resolution as it would not only impact their subsequent mutual association, but will also dent future engagements with other Employers &/ or Freelancers, as this may be reflected by one Party in the Feedback/ Testimonial/ Rating of the other Party
- If the dispute does not get mutually resolved between Employer and Freelancer, either Party may refer it to FTL for Arbitration, who shall adjudicate the dispute in accordance with the provisions of “Arbitration and Reconciliation Act, 1994 of India”. For this the referring Party would need to pay a non-refundable fees of INR 5000 to FTL (plus Taxes, Levies, Bank Charges etc, as applicable). FTL would then do its due-diligence in the following manner:
- Go through Project details like Milestones, Definition, attachments etc
- Sift through all relevant Text Chat Message Records
- Sift through the Recorded Audio/ Video Chats, shared by either/ both Employer and Freelancer, with FTL
- Have a one-to-one interaction with both Employer and Freelancer (may require more than one round)
- Have a two-way conference chat/ video/ call with both the Parties
- And then give FTL’s independent and unbiased verdict as an Arbitrator, which would be binding on both the Parties
- Taxes, Levies, Bank Charges etc
FTL is incorporated in India and follows current Indian rules and regulations on Taxes which are captured in the table below and all Registered Users agree to these regulations:
Individual/ Company Status
TDS for a Freelancer
GST for an Employer
Indian Resident/ Company Incorporated in India
Located Outside India
Nil * ^
- TDS: Tax Deducted at Source
- This is applicable to the Freelancer, who is Resident of India or is a Company incorporated in India
- As per Indian Government’s current rules, 7.5% will be deducted while making payment to the Freelancer and would be paid by FTL to the Indian Government, against the registered PAN (Permanent Account Number) of the Freelancer (Permanent Account Number), whether Individual or a Company. FTL’s TAN Number (Tax Deduction and Collection Account Number) basis which it will deduct Tax.
- Same would get reflected in Online Tax Form 26AS of the Freelancer, for reconciliation of annual Income Tax
- GST: Goods and Services Tax
- This is applicable to the Employer who is Resident of India (in case of Individual) or is a Company incorporated in India
- As per current Government rules, 18% would be charged over and above the Fees/ Deposits that the Employer makes with FTL and would be deposited by FTL with the Indian Government against the GST Number of the Employer
- * If the Employer is located/ incorporated outside India and/ or has made deposit with FTL using Foreign Credit/ Debit card, this additional 18% charged, would be reversed back by FTL to the Employer’s Credit/ Debit Card using which latter had made the payment, within 7 working bank days
- Kindly note that the rates mentioned in the above Table may change depending on Indian Government rules. All deductions would be on actuals at prevalent rates and FTL is committed to comply with the Indian Government regulations
- ** If the Freelancer is an individual located outside India (or is a Company incorporated outside India), its fees would be remitted On-line using Bank Telegraphic Transfer (also called Wire Transfer or SWIFT Transfer). Therefore, in such a case, current Bank Charges of INR 1000 (plus 18% GST) and Foreign Currency Conversion Charges would be deducted, on actuals, from the amount being transferred. All details would be mentioned transparently in the Transfer intimation mail sent to the Freelancer. Kindly note, current Telegraphic Transfer charges are INR 1000 and may change as per Bank’s rules
- ^ Invariably, Refund (of GST or any other Refund) to an Employer, would be made to its Credit or Debit card, using which it had made the Payment. However, if the Employer seeks to have refund credited in its Bank Account instead (or the Refund cannot be processed to Credit/ Debit Card for any reason), then Bank and Conversion Charges as mentioned in above Serial ‘d’, would be applicable to this Money Transfer
- Website Linking Policy
- Any website that links to FTL Website: (a) must not frame or create a browser or border environment around any of the Content of FTL Website; (b) may link to, but not replicate, the Content; (c) must not imply that Tugnait or FTL Website are endorsing or sponsoring it or its products, unless Tugnait has given its prior written consent; (d) must not present false information about Tugnait or its products or services; (e) must not use any Tugnait Trademarks without the prior written permission from Tugnait; and (f) must not contain content that could be construed as distasteful, offensive or controversial. By linking to FTL Website, Freelancer and Employer agree that they will continue to comply with the above linking requirements.
- Notwithstanding anything contrary contained in these Terms, Tugnait reserves the right to deny permission to link to FTL Website for any reason at its sole and absolute discretion.
- Acceptable Use of FTL Website and Platform
Freelancer and Employer warrant and agree that they will not use FTL Website and Platform to:
- Upload, post, e-mail, transmit, display, distribute, promote, or otherwise make available: (i) any material that is false, unlawful, threatening, tortious, disparaging (including disparaging of Company, its parent, subsidiaries or affiliates), anything that adversely affects Tugnait business (such as discouraging any person or entity from advertising with, linking to or supplying Tugnait), abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, racist, sexually explicit, ethnically or culturally offensive, indecent, or that promotes violence, racial hatred, terrorism, or illegal acts, or is otherwise objectionable in Tugnait’s sole discretion; (ii) information, software, or other material that violates, plagiarizes, misappropriates or infringes the rights of third parties including, without limitation, copyright (including, without limitation, offering pirated computer programs or links to such programs, information used to circumvent manufacturer-installed copy-protect devices, including serial registration numbers for software programs, or any type of code-cracker utilities, trademark, patent, trade secret, rights of privacy or publicity or any other proprietary right; (iii) material of any kind that contains a virus, Trojan horse, time bombs, worms, spyware, bots, any automated use of the system, such as scripts, or other harmful component or restricts or inhibits any other user's uninhibited use and enjoyment of the website, interferes with or disrupts the website or servers or networks connected to the website, or disobeys any requirements, procedures, policies or regulations of networks connected to FTL Websites; (iv) information or material of any kind that constitutes or contains false or misleading indications of origin or statements of fact, including, without limitation, by forging any TCP/IP packet header, any part of the header information in any transmission to FTL Websites, or otherwise manipulating identifiers in order to disguise the origin of any content transmitted to FTL Websites; or (v) any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," requests for money, petitions for signature, or any other form of solicitation; or (vi) encourage, promote, solicit, commit or conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law or otherwise make available any material that exploits or harms any individual, corporation or other entity.
- Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.
- Disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of FTL Websites are able to, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges.
- Stalk, abuse, sexually exploit, violently exploit, act violently toward or otherwise harass another user.
- Use or attempt to use another's information, account, password, service or system except as expressly permitted.
- Solicit or collect personal data including telephone numbers, addresses, last names, or email addresses, about other users.
- Further, Freelancer and Employer agree not to insert any Software code or Product in the Website, to manipulate the Website’s Content in any way that affects Website’s Performance, Usability, Credibility, User Experience or Integrity of the hosted Content, which may in any manner tarnish image of Tugnait and/ or its Platform
- Intellectual Property Rights
Includes existing and future Intellectual Property in the nature of unregistered or registered rights to any and all patents, copyrights, trademarks and other confidential and/or proprietary information forming a part of the subject-matter of the agreement, and inclusive of all intellectual property that is the subject of ownership by Employer and/or its subsidiaries, venture partners and predecessors in interest, business and/or title, arising out of the performance of this Agreement and/or other business arrangements including but not limited to the nature of the Proprietary Rights, Production Data, Technical And Engineering Data, Test Data And Test Results, Status And Details Of Research And Development of Products & Services, and Information regarding Acquiring, Protecting, Enforcing and Licensing Proprietary Rights which may be shared by the Employer with the Freelancer or vice versa; also the Object Code and Source Code of the software shared by the Freelancer with the Employer or vice versa and over the work product developed by the Freelancer and transferred to the Employer
- Ownership of Intellectual Property over the Project / Product/ Milestone Delivered
Upon Freelancer’s receipt of payment as above for the Project / Product/ Milestone delivered (in part, partially or fully), it will be the sole and exclusive property of the Employer who will deemed to be the author thereof. All the Freelancer Intellectual Property Rights in above shall be deemed to be surrendered in favour of the Employer and Freelancer shall also disclose the Object Code and Source Code of the Project / Product/ Milestone Delivered. Freelancer hereby automatically irrevocably assigns to Employer all Rights, Titles & Interests, related (directly or indirectly) Intellectual Property Rights, at worldwide level. Except as set forth above, Freelancer retains no rights to use, and will not challenge the validity of Employer ownership in, such Intellectual Property Rights.
- Freelancer hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product. If payment is made only for partial delivery of Project / Product/ Milestone, the Clause described herein applies only to that portion/ part that has been delivered and paid for.
- Employer shall have all the rights to sublicense through multiple levels of sub-license, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Freelancer has any rights to such Project / Product/ Milestone delivered, that cannot be assigned or licensed, Freelancer hereby automatically, upon Freelancer’s receipt of payment for the delivery, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Employer or related to Employer’s customers, with respect to such rights, and will, at Employer’s request and expense, consent to and join in any action to enforce such rights. If payment is made only for partial delivery of Project / Product/ Milestone, the grant described herein applies only to the portion of Project / Product/ Milestone that has been delivered.
- In case Freelancer in found to be involved in any act of infringement of the intellectual property of the Employer, Employer reserves right to recover exemplary damages, including but limited to its right to seek injunctive relief.
The past, present and future FTL Website content, including, without limitation, organization, graphics, text, images, audio, videos, designs, compilations, advertising copy, website flow, FTL & Website Processes and Tugnait Trademarks, logos, domain names, trade names, service marks and trade identities; any and all copyrightable material (including source and object code); and all other materials related to the Website, including without limitation, the "look and feel" of the Website (collectively called, "Tugnait’s Content") are protected by applicable copyrights and other proprietary (including, but not limited to, intellectual property) rights and are the property of Tugnait, its parent, subsidiaries, affiliates, or its licensors. Except as expressly set forth in these Terms or otherwise explicitly granted to Freelancer and Employer, in writing by Tugnait, no rights (either by implication, estoppel or otherwise) are granted to Freelancer and Employer.
Copying, reproduction, rearrangement, sales, leasing, renting, distribution, redistribution, modification, downloading, exchanging, creating of derivative works, uploading, posting, transmitting, or publication by you, directly or indirectly, of the Content, including the removal or alteration of advertising, except pursuant to the express limited grant of rights hereunder, is strictly prohibited. Freelancer and Employer agree to abide by any and all additional copyright notices, information, or restrictions contained in any part of the Website. Copying, archiving or storing any part of the Website for a purpose that is not permitted by these terms & conditions is expressly prohibited without prior written permission from Tugnait.
- Freelancer acknowledges that all material and information supplied by Employer which has or will come into Freelancer possession or into knowledge of Freelancer, in connection with the Project to be developed or otherwise, is to be considered Employer’s Confidential and Proprietary information (the "Confidential Information"). Freelancer undertakings and obligations under this Section will not apply, to any Confidential Information which:
- is or becomes generally known to the public through no action on Freelancer’s part
- is generally disclosed to third parties by Employer, without restriction on such third parties, or
- is approved for release by written authorization given by the Employer
- Upon termination of this Agreement or at any other time upon request, Freelancer will promptly deliver to Employer all Notes, Memoranda, Notebooks, Drawings, Records, Reports, Files, Documents, Software Source/ Object Codes and other documents (and all copies or reproductions of such materials) in Freelancer’s possession or under Freelancer’s control, whether prepared by Freelancer or otherwise, which contains Confidential Information.
- Freelancer acknowledges that Confidential Information is the sole property of Employer. Freelancer agrees that disclosure of such information to, or use by, third parties, either during or after this Agreement, will cause Employer irreparable damage. Freelancer agrees to use best efforts to hold Confidential Information in the strictest confidence, not to make use of it other than for the performance of its obligations hereunder, to release it only to the Freelancer’s employees or sub-contractors or Partner Freelancer, on a need-to-know basis and not to release or disclose it to any other party. Freelancer further agrees not to release such information to any Employee or sub-contractor or Partner Freelancer, who has not signed a written Non-Disclosure Agreement (NDA) with the Freelancer, which expressly binds receiver of such information, to not use or disclose the Confidential Information, except as expressly permitted in this Agreement. Employer has the right to ask copy of this Signed NDA from Freelancer, for its Records.
- Freelancer will notify Buyer in writing of any circumstances within its knowledge relating to any unauthorized possession, use, or knowledge of such Confidential Information. At any time, upon request, the Freelancer will return any such information within its possession to Employer.
- Freelancer acknowledges that Employer purpose in pursuing the development of this Software Project, is to gain a significant competitive advantage over its competitors operating without such Software and that such advantage will be jeopardized if such competitors learn of Employer’s negotiations with the Freelancer or the performance by Freelancer of its obligations hereunder. Accordingly, Freelancer agrees to keep such negotiations and performance of its obligations hereunder strictly confidential and not to disclose any information to any third party or entity without the prior written permission of the Employer. In no event, shall Freelancer or any of its Employees or sub-contractor or Partner Freelancers, use Employer’s as a reference in marketing Freelancer services to any third party or entity without Employer’s prior written permission.
- Freelancer represents and warrants that it will not incorporate or use materials of any third party including those of any other client or any other employer, in performing the Freelancer Services that are not generally available for use by the public or have not been legally transferred/ bought/ licenced-for-use to or by the Freelancer.
- Freelancer warrants that the product developed during the Project under this Agreement, will not infringe upon any Copyright, Patent, Trade Secret or other Intellectual Property interest of any third party. Both Employer and Freelancer will indemnify and hold Tugnait harmless from and against all such infringement claims, losses, directly or indirectly (including loss to any Third Party), suits and damages including, but not limited to, attorney's fees and costs, and shall promptly follow-through any bona-fide claim of infringement, to correct/ amend the Software so that it becomes infringing, or secure at its Employer’s and/ or Freelancer’s expense, the right to Employer to use the Software, thereby eliminating any such infringement
- Freelancer shall further indemnify and hold harmless Employer and Tugnait (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) incurred by Employer and/ or Tugnait, as a result of any claim, judgment, or adjudication against Employer or Tugnait, arising from a claim that Employer’s use of Product Developed by the Freelancer, as permitted under this Agreement, infringes Intellectual Property rights of a third party or arising from a claim which results from Freelancer’s breach of the warranties and agreements contained in this Agreement.
- To qualify for such defence and payment, Employer/ Tugnait:
- Must give Freelancer prompt written notice of a claim; and
- Allow Freelancer to control, and fully cooperate with Employer/ Tugnait in the defense and all related negotiations
- Both Employer and Freelancer agree to abstain from any activity, related directly or indirectly, with Cyber Crime/ Attacks. Any loss to Tugnait due to any such activity by Freelancer or Employer, would be borne by the defaulting Party, and shall cover all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses)
- Tugnait its parent, subsidiaries, or affiliates or the directors, officers, employees, or other representatives of each of them (collectively, the "company entities and individuals") are indemnified, without any limitation of cost, from:
- Any third party, which is not a part of this Agreement, and gets effected, in any manner, due to non-compliance or non-adherence of any Clause of this Agreement by Freelancer and/ or Employer or get effected in any manner directly or indirectly
- Any Force Majeure Acts of God, Riots, Terrorism
- Loss/ compromise of any nature, to any Party due to attempts or execution of Cyber attacks/ Crimes by a 3rd party on FTL Platform, its database, Project being developed or Delivered etc
- Freelancer shall have no obligation to indemnify under this Section to the extent the infringement arises from either or combination of below mentioned scenarios:
- The Employer’s Content or from that content provided by the Employer
- Specifications provided by the Employer or its agents
- Derivative works of the Product created by the Employer from the Original Product delivered by the Freelancer
- Use of the Product delivered by the Freelancer in combination with third party products, including hardware and software
- Modifications or maintenance of the Product by a party other than the Freelancer
- Misuse of the Product, and/ or
- Failure of Employer to implement any improvements or updates to the Product, if the infringement claims could have been avoided by incorporating such improvements and/ or updates
- Tuganit and Employer are indemnified of any disputes or expenses or any liabilities etc, arising from any type of disputes between the Freelancer and its Employee or sub-contractor or Partner Freelancer.
- Freelancer and Employer agree to cooperate fully and reasonably as required by Tugnait, in the defense of any claim. Notwithstanding the foregoing, Tugnait retains the exclusive right to settle, compromise and pay any and all claims, demands, proceedings, suits, actions or causes of actions which are brought against Tugnait and in no event shall Freelancer and Employer settle any such claim without Tugnait's prior written approval. Further, Freelancer and Employer agree to defend, indemnify and hold harmless Tugnait, its Entities, Employees and Individuals with respect to any and all costs, claims, demands, investigations, liabilities, losses, damages, judgments, settlements, costs and expenses, including attorney’s fees arising out of or in connection with this Agreement, including, without limitation, to:
- Freelancer’s and Employer’s use of the FTL Platform
- Freelancer’s and Employer’s violation of this Agreement or any law, rule or regulation
- Freelancer’s and Employer’s use of the Content or
- Information uploaded by Freelancer and Employer on FTL Platform
- Use of Third Party Software
- Additionally, in the event Employer elects to install or seek assistance from Freelancer in connection with the installation of any third-party software, following terms shall apply.
- Freelancer represents and warrants that Employer has the right to use and install the third-party software, and have paid the applicable licensing fees for the third party software, and the third-party software does not and shall not infringe on the Intellectual Property Rights of any other person or entity.
- Employer further agrees to defend, indemnify and hold harmless Freelancer/ Tugnait and its/ their employees, officers and directors etc, from and against any and all claims brought against Freelancer and its employees, officers and directors by a third-party alleging the software infringes: (i) the third-party’s rights; or (ii) patent, trademark, copyright or other intellectual property right. Employer agree that in such an event Employer shall pay all resulting costs, damages, expenses and reasonable attorneys’ fees that a court awards and settlements incurred by Freelancer
- Disclaimers, Warranties and Limitation of Liabilities
- Freelancer and Employer understand and agree that Tugnait limits its liability in connection with their use of FTL Website as set forth below and under no circumstances shall Tugnait, its parent, subsidiaries, or affiliates or the directors, officers, employees, or other representatives of each of them (collectively, the "company entities and individuals") be liable to you for any loss or damages of any kind (including, without limitation, for any special, direct, indirect, incidental, exemplary, economic, punitive, or consequential damages that are directly or indirectly related to (1) FTL Website, the content, or uploaded information by Freelancers and Employers; (2) the use of, inability to use, or performance of the website; (3) any action taken in connection with an investigation by Tugnait or any law enforcement authorities regarding Freelancer’s and Employer’s use of FTL Website or its content;(4) any action taken in connection with/ by copyright owners; (5) any errors or omissions in the Website’s technical operation, even if foreseeable or even if Tugnait’s entities and individuals have been advised of the possibility of such damages whether in an action of contract, negligence, strict liability tort (including, without limitation, whether caused in whole or in part by negligence, acts of god, telecommunications failure, or theft or destruction of the Websites).
- In no event will Tugnait, its entities and individuals be liable to Freelancer or Employer or any third Party, for any loss or injury, including, without limitation, death or personal injury.
- Tugnait, its entities and individuals are not responsible for any damage to any user's computer, modem, cell phone, hardware, software, or other equipment or technology including, without limitation, damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure or any other technical or other malfunctions.
- Freelancer’s and Employer’s access to and use of FTL Website is at respective risk and on dissatisfaction with the Website or any of its Content, their sole and exclusive remedy is to discontinue accessing and using the Website or its Content.
- Freelancer and Employer recognize and confirm that in the event they incur any damages, losses or injuries that arise out of Tugnait's acts or omissions, the damages, if any, caused are not irreparable or sufficient to entitle Freelancer and Employer to an injunction preventing any exploitation of Website, property, product, program, television show, motion picture or other audio/visual content owned or controlled by Tugnait and/or its parents, subsidiaries, and/or affiliates or their uploaded information, and Freelancer and Employer will have no rights to enjoin or restrain the development, production, distribution, advertising, exhibition or exploitation of Tugnait Website, property, product, program, television show, motion picture or other audio/visual content or your upload information or any and all activities or actions related thereto.
- FTL Website, including, without limitation, all content, software, and functions made available on or accessed through or sent from FTL Website, are provided on "as is", "as available", and "with minimal faults", to the fullest extent permissible by law, Tugnait and its parents, subsidiaries and affiliates make no representation or warranties or endorsements of any kind whatsoever (explicitly or implied) about: (a) FTL Website; (b) Content and software on and provided through the Website; (c) the functions made accessible on or accessed through the Website; (d) the messages and information sent from the Website or by its Registered Users; (e) any products or services offered via the Website or hypertext links to third parties; and/or (f) security associated with the transmission of sensitive information through the Website or any linked site.
- Tugnait does not warrant that FTL Website, any of its functions or any content contained therein will be uninterrupted or error-free; that defects will be corrected; or that the Website or the Servers that makes the Website available for browsing are free of viruses or other harmful components.
- Tugnait does not warrant that Freelancer and Employer activities or use of FTL Website is lawful in any particular jurisdiction and, in any event, Tugnait specifically disclaims such warranties.
- Freelancer and Employer understand that by using any of the features of FTL Website, they act at their own risk, and they represent and warrant that their respective activities are lawful in every jurisdiction from where they access or use the Website or its content.
- Further, Tugnait and its subsidiaries and affiliates disclaim any express or implied warranties including, without limitation, non-infringement, merchantability, fitness for a particular purpose, and title.
- In any circumstance, Limitation of Liability of Tugnait would be capped at the amount of money that FTL has received, as its Net Fees (excluding Fees transferred to the Freelancer, Bank Charges, Payment Gateway Charges, Taxes, Levies etc) for the Project or for the Milestone, which is under dispute
It is agreed by all Parties that following Names/ Logos are Trademarks Owned by Tugnait Enterprise (OPC) Private Limited, a Company incorporated in India and would not be used by Freelancer or Employer without explicit Written permission from Tugnait.
- Governing Law, Jurisdiction and Venue
- This Agreement’s Terms, Conditions and Clauses and their interpretation shall be governed by and construed in accordance with the Laws of the State of Haryana, Country of India.
- Freelancer and Employer waive all rights to trial by jury in any action or proceeding instituted in connection with this Agreement and/or FTL Website.
- Shall there be any controversy or claim arising out of or relating to this Agreement and/or FTL Website, the Parties agree to submit and litigate the same in the exclusive jurisdiction of the Courts located in Gurugram/Gurgaon, Haryana, India.
- Any such controversy or claim shall be settled on an individual basis, and shall not be consolidated in any other claim or controversy of any other party.
- The Agreement Clause Titles are for convenience of segmenting only and do not have any legal or contractual effect.
- Freelancer and Employer agree that this Agreement will not be construed against Tugnait by virtue of having drafted this Agreement.
- If any provision of this Agreement shall be held invalid or unenforceable by any Court of Law of Competent Jurisdiction or as a result of future legislative action, such holding or action shall be strictly construed and shall not affect the validity or effect of any other provision of this Agreement.
- No waiver on the part of Tugnait on any of above Terms/ Clauses will be in any force or effect unless made in writing and signed by a duly authorized officer of Tugnait.