Refunds Policy

Effective Date: 1st JULY 2023

1. Introduction

This Refunds Policy ("Policy") outlines the guidelines and procedures for processing refunds on our freelance marketplace platform www.heuristicheights.com ("Platform"). As a freelance marketplace company, we strive to provide a fair and transparent refund process for both our clients and freelancers. This Policy applies to all transactions conducted on our Platform.

2. Refund Eligibility

2.1 Client Refunds

2.1.1 Clients may be eligible for a refund if they are unsatisfied with the quality of work delivered by a freelancer, provided that:

a. The client has communicated their concerns to the freelancer and attempted to resolve the issue directly; b. The client has provided sufficient evidence to support their claim for a refund, such as documentation of substandard work or failure to meet agreed-upon requirements; c. The dispute is within the defined refund timeframe, which is 10 days from the completion of the project; d. The client has not violated our Terms of Service or engaged in any fraudulent activities related to the project.

2.1.2 Refunds will be processed according to the payment method used for the initial transaction. The refund amount may be subject to deductions based on transaction fees or any agreed-upon terms with the client.

2.2 Freelancer Refunds

2.2.1 Freelancers may be eligible for a refund of any fees paid to the platform if a client cancels a project or fails to make a payment for services rendered, provided that:

a. The client has violated our Terms of Service or engaged in fraudulent activities; b. The freelancer has fulfilled their obligations as per the agreed-upon terms; c. The freelancer has attempted to resolve any disputes with the client in good faith.

2.2.2 Refunds for freelancers will be processed within a reasonable time frame, and the refunded amount will exclude any transaction fees or charges incurred during the initial transaction.

3. Refund Process

3.1 Initiating a Refund Request

3.1.1 Clients or freelancers must submit a refund request through our designated support channels. The request should include relevant details, such as the project description, communication history, and evidence supporting the claim.

3.1.2 All refund requests must be submitted within the defined refund timeframe specified in Section 2.1.1.

3.2 Review and Evaluation

3.2.1 Our support team will review the refund request and may request additional information or evidence from both parties involved.

3.2.2 We aim to complete the review process within 7 business days. However, complex cases may require additional time for thorough evaluation.

3.3 Refund Decision

3.3.1 Once the review is complete, we will notify both the client and freelancer of the refund decision.

3.3.2 If a refund is approved, the refund amount and any applicable deductions will be communicated to the client or freelancer.

3.3.3 Refunds will be processed promptly, but the timeframe for funds to appear in the recipient's account may vary depending on the payment method and financial institution.

4. Dispute Resolution

4.1 In case of disagreements or disputes regarding a refund decision, clients or freelancers may request further review by contacting our support team.

4.2 Our support team will re-evaluate the case based on the provided information and make a final decision, which will be binding.

5. Modifications to the Refunds Policy

5.1 We reserve the right to modify this Refunds Policy at any time. Any changes will be communicated to users through our Platform or other appropriate means.

5.2 Users are advised to review this Policy periodically to stay informed about our refund guidelines and procedures.

6. Contact Us

If you have any questions or concerns about our Refunds Policy, please contact our support team through the designated channels on our Platform.

User Agreement

This is important: This User Agreement (“Agreement”) contains important information about your legal rights, remedies, and obligations, and is a legally binding agreement between you (“you” or “User”) and Heuristic Heights Inc. (“Heuristic Heights,” “we”, or “us”). You acknowledge that by using the Heuristic Heights Site or Site Services (which generally entails using heuristicheights.com and by selecting "Accept" when prompted on the Site, you agree to be bound by all agreements that make up Heuristic Heights Terms of Service, and you acknowledge that the term "Terms of Service" refers to all agreements linked herein, including the Fee and charges, Privacy Policy and Terms of Use, this User Agreement, and Section 14, which prohibits class actions and mandates arbitration for disputes against Heuristic Heights Inc. in UK and Kenya.

As stated in Section 14, you have the option to reject arbitration. You should carefully read all of our terms since you agree not to violate any of the commitments made in the Terms of Service. If you wish to use our services or our work marketplace (which we refer to altogether as Services), you must read and accept this Agreement before using this website, whether only to browse or create an account (including the dispute resolution and arbitration provisions in Section 14). You are not permitted to use our Services if you do not comprehend this Agreement or do not agree to all of its terms and conditions.

Do not browse Heuristicheights.com or otherwise use our Services if you do not understand or agree to this Agreement. Similarly, do not sign up, create an account, or click any other similar buttons if you do not agree to this Agreement. You may only use our Services if you are authorized to accept the Terms of Service on behalf of any business or the legal entity that you are using the services on their behalf. Some terms are capitalized to help with understanding since doing so denotes that they have a special meaning. Some capitalized terms are defined in Section 16 while others are specified throughout the Terms of Service (look for quotation marks and bold font).

Table of Contents

1. Heuristic Heights’s Accounts

1.1 Registration

1.2 Account Eligibility

1.3 Account Profile

1.4 Account Types

1.5 Account Permissions

1.6 Identity and Location Verification

1.7 Usernames and Passwords

2. Purpose of Heuristicheights.com

2.1 Relationship with Heuristic Heights Inc.

2.2 Taxes and Benefits   

2.3 Marketplace Feedback and User Content

3. Contractual Relationship between Client and Freelancer

3.1 Service Contracts and Direct Contracts

3.2 Disputes among Users

3.3 Confidential Information

4. Heuristic Heights Fees

4.1 Fees for Freelancers

4.2 Client Fees

4.3 VAT and Other Taxes

4.4 No Fee for Introducing or Finding Projects

5. Payment Terms and Escrow Services

5.1 Escrow Services

5.2 Client Payments on Service Contracts

5.3 Disbursements to Freelancers on Service Contracts

5.4 Non-Payment

5.5 No Return of Funds and No Chargebacks

5.6 Payment Methods

6. Non-Circumvention

6.1 Making Payments through Heuristic Heights

6.2 Communicating Through the Site; Not Sharing Contact Details

6.3 Opting Out

8. Records of Compliance

9. Warranty Disclaimer

10. Limitation of Liability

11. Release

12. Indemnification

13. Agreement Term and Termination

13.1 Termination

13.2 Account Data on Closure

13.3 Survival

14. Disputes between You and Heuristic Heights

14.1 Dispute Process, Arbitration, and Scope

14.2 Choice of Law

14.3 Informal Dispute Resolution

14.4 Binding Arbitration and Class Action/Jury Trial Waiver

15. General

15.1 Entire Agreement

15.2 Modifications; Waiver

15.3 Assignability

15.4 Severability; Interpretation

15.5 Force Majeure

15.6 Prevailing Language and Location

15.7 Access of the Site outside UK and Kenya

15.8 Consent to Use Electronic Records

16. Definitions

1. HEURISTIC ACCOUNTS

How to register for a Heuristic Heights account and the many account options available.

To fully utilize our Services, you must register for an account, and we must first approve your registration. For whatever valid reason, such as supply and demand, the expense of maintaining data, or other commercial factors, we have the right to refuse a registration to join Heuristic Heights or to add an Account of any type. To access and use some of our Services, you must first create an account with us (an "Account"). Users are those who have registered to use our services; site visitors are those who have not registered.

1.2 ACCOUNT ELIGIBILITY

You commit to using our services strictly for professional purposes. You also declare that you are of legal age and otherwise qualified to join into this Agreement. Heuristic Heights solely provides the Services for commercial use; they are not available for individual or consumer use. You represent that you: (a) are operating under your own name as a lone proprietor or self-employed individual; or (b) are an employee or agent of an independent business by registering for an Account or by using our Services (such as a corporation, limited liability Company, or other entity) In addition, you must (a) be a legal entity or (b) be at least 18 years old (or the age of majority in your country if the age of majority is not over 18) and be able to enter into legally binding contracts in order to use our Services. You must also (c) comply with any licensing, registration, or other requirements that apply to your business, or the business for which you are acting, and any offering or provision of Freelancer Services.

When you register, you must enter accurate personal information, and if your information changes, you must update your account. If you provide us with inaccurate, out-of-date, or incomplete information, we reserve the right to suspend or delete your account. You must fill out a User profile ("Profile") including a Username in order to create an Account and use our Services, and by doing so, you consent to having that profile displayed to other Users (Your Username will be displayed on your dashboard and to other users not your legal name) and, unless you modify your privacy settings, to the general public. You consent to filling out all registration and other forms you access while using our Services or submit to us accurately and completely, and you also consent to keeping this information up to date.

You consent to not disclose any information that is or becomes false or deceptive regarding your name or location, your company, its beneficial owner(s), your abilities, or the services your company offers, and you consent to correct any information that is or becomes incorrect or deceptive. We reserve the right to suspend or terminate a person's Account or access to our Services if they create, promote, or maintain a Profile or Account using false, incorrect, or incomplete information.

1.4 ACCOUNT TYPES

Client and Freelancer are the two account categories that we provide. You can add Account Types after creating an account without having to sign up again. Never divulge your account password to anyone; if necessary, you can grant other Users access to your account so they can function as Team Members or Agency Members.

Without our express written consent, you agree not to create or keep more than one Account and Profile. If you create an Account on behalf of a company as an employee or agent, you represent and warrant that you are qualified to enter into legally enforceable agreements, such as the Terms of Service, on behalf of both the company and yourself. As an employee or agent for the same business, more than one person may create an Account.

1.4.1 CLIENT ACCOUNT

To use the Services as a Client (a "Client Account"), you can sign up for an Account by clicking the “Buyer” on the account registration page.

1.3.2 FREELANCER, AGENCY, AND AGENCY MEMBER ACCOUNT

Freelancer: To access the Services as a Freelancer, you can create a Freelancer Account by registering for one or by clicking “Start Selling” on our platform.

1.5 ACCOUNT PERMISSIONS

You are responsible for all activity on your Account. You agree not to ask for or permit someone else to create an account for you, your use, or your benefit, with the exception of authorized employees or agents who may do so on your company's behalf.

By granting other Users access to your Account, you warrant that (a) the User is authorized to act on your behalf and (b) you are fully responsible and liable for all acts and omissions of the User, including without limitation, the User's compliance with the Terms of Service and payment obligations. Your ability to use our Services may be impacted if any User who has been authorized access through your Account violates the Terms of Service. Heuristic          Heights has the right to close any associated Accounts when an Account is closed.

1.6 IDENTITY AND LOCATION VERIFICATION

Your Account will be subject to verification at the time of registration and on an ongoing basis. This verification may involve checking your information against third-party databases or examining one or more official legal or governmental documents that attest to your identity, whereabouts, and authority to act on behalf of your company on Heuristic Heights. If necessary to verify your identity, location, and ownership of your company, email address, or financial accounts, you grant Heuristic Heights permission to do so directly or through third parties, subject to any applicable laws.

You must promptly provide us with accurate information about you and your company upon our request, which may include official government or legal documentation. You must also abide by any other reasonable demands we make to confirm your identification. Certain Account features may be temporarily disabled during verification; however, if verification is successful, these features will be reinstated.

1.7 USERNAMES AND PASSWORDS

All users of our services are required to create an individual account with a username and password. You acknowledge that it is your responsibility to protect the privacy of your username and password and that you will not disclose either to anyone. You are in charge of keeping your username and password secure as well as any use of our Services made in association with them. If you suspect or learn of any unauthorized use of your account or any unauthorized access to your password, you agree to let us know immediately.

Also, you consent not to access the Account or log in using a different User's username or password. For details on permitting another registered User to act in your Account on your behalf, see Section 1.5 Account Permissions.

2. PURPOSE OF HEURISTIC HEIGHTS

Some of your responsibilities when using our services, as well as what we do and don't do.

The Heuristic Heights Site is an online work marketplace where Clients and Freelancers can communicate, offer their services, and buy and sell one another's services. Heuristic Heights offers Users the Services, including hosting and maintaining the Heuristic Heights Site, supporting the creation of Service Contracts and assisting Users in resolving disputes that may develop in relation to those contracts, subject to the Terms of Service. A User who signs a service contact by clicking “Accept offer” or by making a purchase commits to using the Services only to bill, collect, and pay any amounts due under the Service Contract.

2.1 RELATIONSHIP WITH HEURISTIC HEIGHTS

Heuristic Heights is a platform that allows Users to connect with one another, form service partnerships and contracts, obtain and offer Freelancer Services, and send and receive money through escrow. Heuristic Heights neither performs the services themselves nor hires people to do so. You acknowledge and accept that Heuristic Heights is not in charge of supervising, directing, controlling, or overseeing Users as they carry out any obligations they may have under a Service Contract. You also acknowledge and accept that: (a) Heuristic Heights is not liable for ensuring the truthfulness or legality of any User Content, which is the sole responsibility of Users;

Heuristic Heights does not guarantee or make any claims regarding any specific User's offered services, and (b) Heuristic Heights is not liable for the provision of, performance of, or procurement of Freelancer Services. (C) Nothing shall establish an employment, joint venture, or other business relationship between Heuristic Heights and any User providing services. While Heuristic Heights may offer certain badges on the profiles of Freelancers or Clients, these badges are not representations of any quality, competence, or willingness on the part of the Freelancer or Client who bears the badge to fulfill the terms of a Service Contract.

You additionally acknowledge and concur that Users, and not Heuristic Heights, are solely in charge of (a) assessing and deciding the suitability of any Project, Client, or Freelancer; (b) choosing whether to enter into a Service Contract with another User and for verifying any information regarding another User, including Composite Information; and (c) selecting whether to enter into a Service Contract on Heuristic Heights. Heuristic Heights is not a party to any Service Contracts that Users may enter into with one another.

Nothing in this Agreement restricts or discourages any User from conducting any other commercial operations or offering any services through any other channels they choose, assuming, if appropriate, that Users abide by the Opt Out restrictions outlined in Section 7. Users are always free to participate in such commercial endeavors and services, and they are urged to do so.

2.2 TAXES AND BENEFITS

Freelancers are in charge of handling their own taxes, getting their own insurance, and making sure they abide by all relevant rules and laws. Freelancer recognizes and agrees that Freelancer is solely responsible for: (a) all tax liabilities associated with payments received from Freelancer's Clients and through Heuristic Heights ; Heuristic Heights  will not deduct taxes from payments to Freelancer unless required to do so by applicable law; (b) acquiring any liability, health, workers' compensation, disability, unemployment, or other insurance needed or required by law; and (c) Freelancer is not covered by or exempt from any of these obligations; and (d) if outside UK & Kenya, determining whether Heuristic Heights is required by applicable law to withhold any portion of the Freelancer Fees, informing Heuristic Heights of any such requirement, and holding Heuristic Heights harmless in the event that Heuristic Heights is required to pay any withholding amount to the proper authorities (including penalties and interest). In the event that Heuristic Heights is audited, the Freelancer agrees to cooperate with Heuristic Heights as soon as possible. This includes giving copies of the Freelancer's tax returns and any other records that may be reasonably needed for the audit, such as records proving the Freelancer is operating an independent business as claimed to Heuristic Heights.

2.3 MARKETPLACE FEEDBACK AND USER CONTENT

You understand and accept that Users disclose information on the Site, including feedback, composite feedback, and geographic location, and ask Heuristic Heights to publish it on their behalf. Such material does not represent an introduction, endorsement, or recommendation by Heuristic Heights and is based on information that Freelancers or Clients freely provide to Heuristic Heights. You acknowledge that Heuristic Heights is not tasked with validating such data and just makes it available for Users' convenience. Nonetheless, you acknowledge that giving false or deceptive data is against this Agreement and may result in the termination of your ability to use the Site Services.

You accept and concur that user feedback benefits the market and its users, and you expressly desire and concur that Heuristic Heights may make user feedback—both individual and composite—about users, including you, available to other users. You understand and agree that any feedback outcomes for you, such as your Proposal Success Score and other User Content highlighted by Heuristic Heights on the Site or in other ways ("Composite Information"), may include User comments, User ratings, indicators of User satisfaction, and other feedback submitted by other Users. Heuristic Heights is not in charge of keeping an eye on, shaping, participating in, or restricting these opinions. You acknowledge that Heuristic Heights may depend on the accuracy of such information if you fail to alert it to any errors or inaccurate statements in your feedback results, including the Composite Information.

You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any specific person. Heuristic Heights offers its feedback system as a means for Users to publicly share their working experiences with and opinions of other Users. You consent to refrain from using the Composite Information to determine any other User's eligibility for employment, credit, credit value, underwriting, or other similar decisions. When using the Services, you can come across content or information that is incorrect, lacking, delayed, deceptive, unlawful, objectionable, or otherwise harmful.

In general, Heuristic Heights does not examine or keep track of User Content. You acknowledge that User Content is not our responsibility. You acknowledge that we cannot always stop people from abusing our services and that we are not liable for any such abuse. Heuristic Heights reserves the right (but is not obligated to) remove posted feedback or information that Heuristic Heights decides violates the Terms of Service, adversely impacts our marketplace, compromises the credibility of the feedback system, or is otherwise at odds with Heuristic Heights business interests.

 

3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER

This section goes through the kinds of agreements you might choose to make with other Users, such as deals to buy or sell freelancer services.

3.1 SERVICE CONTRACTS

It is up to the Users, not Heuristic Heights to decide whether or not to enter into contracts with other Users and to decide on the specifics of those contracts.

As stated in Section 2.1 above, if a Client and a Freelancer decide to enter into a Service Contract, the agreement is made solely between the Client and the Freelancer; Heuristic Heights is not liable for the agreement and is not a party to it. Additionally, under no circumstances will a Service Contract result in a relationship of employment or other type between Heuristic Heights and any User.

Clients and Freelancers may enter into any agreements with respect to any Service Contract (such as confidentiality agreements, invention assignment agreements, assignment of rights agreements, etc.), as long as they do not limit or otherwise affect Heuristic Heights rights and obligations under the Terms of Service and this Agreement.

3.2 DISPUTES AMONG USERS

You consent to make an effort to settle disputes with other Users in accordance with the Escrow Instructions that are relevant to your contract.

You agree to abide by the dispute resolution procedure described in the Escrow Instructions that apply to your specific Service Contract in the event that a dispute arises between Clients and Freelancers. If that method does not settle your problem, you are free to pursue it on your own, but you realize and accept that Heuristic Heights is not bound to continue helping you resolve disputes.

If Freelancer or Client seeks an order from an arbitrator or court that might direct Heuristic Heights to take or refrain from taking any action with respect to an Escrow Account, that party will (a) give us at least five (5) business days’ prior notice of the hearing on the order; (b) include in any such order a provision that, as a precondition to any obligation affecting Heuristic Heights, we be paid in full for any amounts to which we would otherwise be entitled; and (c) include in any such order a provision that, as a precondition to any obligation affecting Heuristic Heights, Heuristic Heights be paid for the reasonable value of the services the order obligates us to undertake.

3.3 CONFIDENTIAL INFORMATION

Users are free to accept any confidentiality clauses. This Section 3.3 (“Confidential Information”) is applicable in the event that Users do not agree to their own confidentiality conditions. If a User discloses any Confidential Information to another User, the recipient will take reasonable steps to protect the privacy of that information. The entity that received the Confidential Information should promptly return or destroy the Confidential Information and any copies thereof, in or on its premises, systems, or any other equipment otherwise in its control, upon the written request of the User.

Users expressly agree that even if a Service Contract is never agreed to, this Section 3.3 applies to information shared for purposes of determining whether to engage into one.

4. HEURISTIC HEIGHTS FEES

Users agree to pay Heuristic Heights certain fees in exchange for Heuristic providing the Services and agree that Heuristic may collect certain taxes.

4.1 FEES FOR FREELANCERS

Service fees: Freelancers agree to pay Heuristic a service fee for the usage of the Services (including marketing, payment, and dispute resolution services). All service fees must be paid by the freelancer. When a Freelancer receives payment from a Client for a Project or when money associated with a Project is delivered to a Freelancer in accordance with the relevant Escrow Instructions (see Section 6.1), the full amount paid or released by the Client will be credited to the Freelancer Escrow Account by after which the Service Fee will be deducted and sent to Heuristic Heights. The Freelancer hereby gives Heuristic Heights his or her unconditional permission to take the Service Fee out of the Freelancer Escrow Account and for payment on the Freelancer's behalf.

Membership Fees and Connects: Freelancers have the option to subscribe to various levels of participation and privileges on the site in order to access extra features and site services.

4.2 CLIENT FEES

In accordance with the terms of service, Clients pay Heuristic Heights a charge for the processing of payments relating to the Freelancer Fees they pay to Freelancers they engage through the Site. In accordance with the terms of the Fee and Service Contract Agreement, clients may also decide to pay for access to extra features and Services.

4.3 VAT AND OTHER TAXES

Taxes are not included in the quoted fees. Heuristic Heights does not collect taxes and Freelancers and the clients are solely responsible for filing the relevant taxes within their jurisdiction.

4.4 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS

Heuristic Heights does not introduce Clients to Freelancers. Heuristic Heights offers a platform that enables Freelancers to introduce themselves and may from time to time highlight Projects or Freelancers that may be of interest. As a result, Heuristic Heights doesn't charge a fee when a Freelancer discovers a Client or Project that they can work on. Also, publishing or seeing feedback, including Composite Information, is free of charge and without any fees or dues from Heuristic Heights.

5. PAYMENT TERMS AND ESCROW SERVICES

This section covers your agreement to pay Freelancer Service Fees, what happens if a Client doesn't pay, and other related subjects. 

5.1 ESCROW SERVICES

Heuristic Heights Escrow offers Users escrow services (also known as "Escrow Services") so that they can deliver, hold, and receive payment for a Project as well as pay Heuristic fees. The Escrow Services are designed for commercial use, and by using them, you agree not to use them for consumer, private, domestic, or family purposes.

5.1.1 ESCROW INSTRUCTIONS

When we release the funds kept in escrow to the Freelancer or the Client for a Service Contract, we do so in accordance with the appropriate Escrow Instructions. Only in line with this Agreement and the relevant Escrow Instructions will Heuristic Heights Escrow use and release funds put in an escrow account. You understand and recognize that Heuristic Heights Escrow only serves as an online escrow agent. If Heuristic Heights Escrow offers the escrow services outlined in this Agreement and the corresponding escrow fee, Heuristic Escrow has fully supplied the escrow services to you.

Instructions. Only the obligations specifically stated in the Agreement and any applicable Escrow Instructions are Heuristic Escrow's obligations. In accordance with your consent, this Agreement, the relevant Escrow Instructions, or as mandated by applicable law, Heuristic Heights will release funds from any Escrow Account.

5.1.4 NO INTEREST

You understand that we charge fees for our services, as detailed in Section 5, and that the money we keep in your Escrow Account will not earn you any interest.

You acknowledge that the money kept in your escrow account will not generate you interest or any other type of income. As stated in Section 5, Heuristic Heights may charge or deduct fees, obtain a reduction in fees or costs charged, or receive other remuneration in connection with the services we offer.

5.1.6 ESCROW AGENT DUTIES

Only the actions outlined in this Agreement, the relevant Escrow Instructions, and the remaining Conditions of Service are acceptable to us.

No other obligations will be implied; instead, we only commit to carry out those that are specifically stated in this Agreement. Other than the Terms of Service, we are not responsible for any agreements and are not required to ask about their terms. Even if the agreement or correspondence is put on the Site, we are under no obligation to look into it or question about it.

If we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the appropriate party or parties, we have the right to rely on and will not be held responsible for relying on any written notice, instruction, or request furnished to us by Client or Freelancer in accordance with this Agreement or the applicable Escrow Instructions. We are under no obligation to verify or check the truth or correctness of any such notice, instruction, or request. We are under no obligation to request any releases or payments that may be owed to or from any Escrow Account.

We are responsible for the careful selection of any agent or attorney used to carry out our obligations under this Agreement. We are also free to consult with attorneys, accountants, and other skilled individuals that we choose and retain. We will be free to refrain from acting if we are unsure of our obligations or rights under this Agreement or if we receive instructions, claims, or demands that, in our opinion, conflict with any of the terms of this Agreement or the relevant Escrow Instructions. Our only responsibility will be to keep all property held in the Escrow Account safely until we are instructed otherwise in writing by Client and Freelancer or by another party.

5.1.7 ESCROW AGENT RIGHT

If a Client and a Freelancer disagree on an Escrow Account, we may decide to begin a dispute process. If there is a dispute between the Client and the Freelancer about the Escrow Account, we reserve the right to initiate arbitration or other legal actions, including depositing funds held in the Escrow Account with a court of competent jurisdiction, if necessary. Nothing in this Agreement, unless specifically stated otherwise, shall be interpreted as limiting our legal or equitable rights, including, but not limited to, our right to deposit money held in the Escrow Account with a court of competent jurisdiction.

To the extent permitted by applicable law, any corporation or association into which Heuristic Heights may merge, convert, or be consolidated, or any corporation or association to which Heuristic Heights may transfer all or substantially all of its escrow business, shall succeed to all the rights and obligations of Heuristic Heights as escrow holder and escrow agent under this Agreement and the applicable Escrow Instructions.

5.2 CLIENT PAYMENTS ON SERVICE CONTRACTS

This section outlines the terms and procedures for Client payments under their agreements with Freelancers.

Fixed-Price Agreements. By clicking buy on a freelancer’s proposal, Client shall be expected to pay applicable sums immediately. Client automatically and irrevocably authorizes and instructs Heuristic Heights to charge Client's Payment Method for the Freelancer Fees.

5.3 DISBURSEMENTS TO FREELANCERS ON SERVICE CONTRACTS 

This section explains when Freelancers receive the money we were holding in escrow on their behalf.

Funds that are available in the appropriate Freelancer Escrow Account and receivable to a Freelancer in accordance with the applicable Escrow Instructions are distributed by Heuristic Heights. An automatic payment schedule will then release the amount held in the Escrow once the days taken to clear a payment lapses.

The automatic disbursement schedule is paused and the available and payable funds are released on the earlier of the request of the Freelancer; (ii) 180 days after the funds are available in the Freelancer Escrow Account, except as provided in the paragraph that follows. Otherwise, Heuristic Heights will automatically disburse available funds no more than ninety (90) days after the Freelancer Fees are released to the Freelancer Escrow Account.

Heuristic Heights will halt automatic disbursement as stated in the preceding sentence and keep those funds in an Escrow Account or another appropriate account, as determined in Heuristic Heights sole discretion, until the earlier of (a) the end of the economic sanctions that apply to Heuristic Heights or our payment partners, or (b) the end of the geographic area that Heuristic Heights refuse to serve.

Fixed-Price Agreements. After the ten / seven-day security period has passed, Freelancers can start using their Freelancer Fees. The security period starts when the client accepts the freelancer's work and authorizes payment.

Heuristic Heights may refuse to process, hold the disbursement of the Freelancer Fees or any other amounts and offset amounts owed to us, or take such other actions with regard to the Escrow Account as we deem appropriate in our sole discretion if: (a) we require additional information, such as the Freelancer's tax information, government-issued identification, or any other information that we deem necessary; (c) we believe there are reasonable grounds for concern about the performance of obligations under this Agreement or other Terms of Service; (d) we believe there are reasonable grounds for suspicion that a User has engaged in or attempted to engage in fraud or other illicit acts on or through the Site or is using the Site unlawfully; or (e) we deem it necessary in connection with any investigation, required by applicable law, or necessary due to events beyond our control after a commercially reasonable period of time. If an examination reveals that the restriction on the payment of the Freelancer Fees is no longer required, and Heuristic Heights will promptly release the hold.

Additionally, we reserve the right to seek reimbursement from you and you will reimburse us if any of the following scenarios arise: I we suspect fraud or criminal activity connected to your payment, withdrawal, or Project; (ii) we find inaccurate or duplicate transactions; or (iii) we have provided our services in accordance with this Agreement yet we receive any chargeback from the third party.

You acknowledge and agree that we may instruct Heuristic Heights to charge your account(s), offset any amounts found to be outstanding, withhold sums from upcoming payments or withdrawals, charge your payment method, or take other lawful actions to recover such reimbursement from you. In addition to any other legal remedies available to us, we may permanently or temporarily remove your access to the Services and close your Account if we are unable to secure such restitution.

5.4 NON-PAYMENT OR DEFAULT

This section outlines the steps Heuristic Heights may take in the event that a Client fails to make timely fee payments.

Heuristic Heights rejects any liability for a client's failure to pay fees. Heuristic Heights will be entitled to the remedies outlined in this Section 6.4 in addition to any other remedies that may be provided by applicable law or in such written agreement if Client is in "default," which is defined as the Client failing to pay the Freelancer Fees or any other amounts when due under the Terms of Service or a written agreement for payment terms that incorporates the Terms of Service (signed by an authorized representative of Heuristic Heights).

To prevent any misunderstanding, the client shall be considered in default if any of the following happens at the earliest opportunity: (a) The client does not pay the freelancer fees by the deadline; (c) Client fails to pay an invoice issued to the Client by Heuristic Heights within the time period agreed upon or, if no period is agreed upon, within 30 days; (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days after accrual of the charge, an account current; (c) Client fails to bring an account current after a credit or debit card is declined or expires; (d) The client initiates a chargeback with a bank or other financial institution, causing Heuristic Heights charge for freelancer fees or any other amount owed to be reversed to the client; (e) the client takes other actions or does nothing to prevent a negative or past-due balance from appearing on their account.

If the Client is in default, we reserve the right to immediately suspend or terminate the Client's Account and deny the Client access to the Services, including the ability to process any further payments, enter into Service Contracts, or engage in further transactions with other Users on the Site. However, even if the Client's Account is limited as a result of the default, the Client is still liable for any fees that accrue on any active Projects at that time. Without restricting other possible cures, Client shall pay Heuristic Heights any payments due upon demand, together with interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permissible by applicable law, together with attorneys' fees and other costs of collection to the extent authorized by applicable law.

At our discretion and to the extent permitted by applicable law, Heuristic Heights may without notice, charge all or a portion of any amount that is owed to any Payment Method on file on the Client’s Account; set off amounts due against other amounts received from Client or held by for Client by Heuristic or Heuristic Escrow or another Affiliate,  make appropriate reports to credit reporting agencies and law enforcement authorities; and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.

Heuristic Heights makes no assurances that the Client will be able to or will pay the Freelancer Fees, and in the event that the Client defaults or starts a chargeback with their financial institution, Heuristic Heights is not responsible for the Freelancer Fees and may reverse them. In the case of a default, Freelancer may use the dispute procedure outlined in the user agreement to recover funds from Client or may seek any other remedies against Client that Freelancer deems appropriate.

If Heuristic Heights is able to recover money from a Client who initiated a chargeback or who is in default in accordance with this Section 6.4, Heuristic Heights will pay the applicable Freelancer any portion of the recovered money that is related to the Freelancer Fees, provided that the Client hasn't already paid it or Heuristic hasn't already given its credit through any Payment Protection programs.

5.5 NO RETURN OF FUNDS AND NO CHARGEBACKS

Customers acknowledge that once Heuristic Heights charges their Payment Methods, there is no way to reverse the charge unless specifically provided for in the user agreement. Customers concur that they won't request any chargebacks from their banks, credit card companies, or other organizations. The client understands and accepts that Heuristic Heights may charge or debit the client's chosen payment method for the freelancer fees incurred in accordance with the relevant escrow instructions. Unless as specified in the applicable Escrow Instructions or as otherwise required by applicable law, once Heuristic Heights charge or debit the Client's authorized Payment Method for the Freelancer Fees, the charge or debit is final.

Additionally, Client acknowledges and accepts that the Terms of Service provide a dispute resolution procedure that Client may use to settle disagreements. Hence, Client agrees not to request any refunds of any Freelancer Fees or other fees levied in accordance with the Terms of Service from its credit card company, bank, or other Payment Method provider, to the extent permitted by relevant law. A chargeback that violates this requirement constitutes a serious violation of the terms of service. Client accepts that Heuristic Heights may dispute or appeal the chargeback, pursue collection action against Client, close Client's account, and take whatever other action it deems necessary if Client initiates a chargeback in violation of this Agreement.

5.6 PAYMENT METHODS

Clients consent to choose a payment method and give us permission to charge that chosen payment method.

Customer must supply account details for at least one legitimate Payment Method in order to use some site services. In accordance with our Privacy Policy, Client hereby gives Heuristic Heights permission to run credit card authorizations on all credit cards provided by Client, store Client's credit card and banking information as a method of payment, and charge Client's credit card (or any other Payment Method) for the Freelancer Fees and any other amounts due under the Terms of Service. You understand and agree that we may utilize specific third-party vendors and service providers to process payments and maintain your Payment Method information, to the extent authorized by applicable law and pursuant to our Privacy Policy.

Client represents that: (a) Client is legally able to provide such information; (b) Client is able to make payments using the Payment Method(s); (c) if Client is an employee or agent of a company or person that owns the Payment Method, that Client is allowed by the company or person to use the Payment Method to make payments on Heuristic; and (d) such actions do not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.

If Heuristic Heights cannot complete a transaction because of a legal or financial institution limit, or if a financial institution refuses to honor a credit or debit to or from an account linked to such Payment Method, Heuristic Heights shall not be liable to any User. In order to resolve any such affected Users' transactions in a way that complies with this Agreement, Heuristic Heights will use commercially reasonable measures.

6. NON-CIRCUMVENTION

For three years after the day you first identify or meet your Client or Freelancer on the site, you agree to communicate through the site and make and receive payments only through the site, unless you pay a conversion fee. This section's violations are major offenses that could lead to your account being permanently suspended.

6.1 MAKING PAYMENTS THROUGH HEURISTIC HEIGHTS

For a period of three years following the date you initially established the relationship, you commit to only use Heuristic Heights to pay for labor that results from a relationship you built through Heuristic Heights. You understand and agree that the relationships you form with other Users found through the Services (the "Heuristic Heights Relationship") are of significant value to you and are collected by Heuristic Heights as part of the remuneration for making the Site available to you (as indicated in Section 5.1). Only when a Client and a Freelancer pay and receive payment via the Site does Heuristic Heights earn the Service Fee.

Therefore, except as provided in Section 7.2, you agree to use the Site as your sole method for requesting, making, and receiving all payments for work done directly or indirectly with that person or resulting from that relationship for a period of 36 months after the relationship begins (the "Non-Circumvention Period") and not to use any other payment method unless you pay a fee to take the relationship off the Site (the "Conversion Fee"). The Non-Circumvention Period is applicable to you and any other employees, agents, or representatives of the business or its successor acting in such capacities with respect to the other User if you use the Site on behalf of another business.

The Non-Circumvention Period does not apply if you or the company you represent did not identify and were not identified by another person through the Site, such as if you and another User collaborated before meeting on the Site. By way of illustration only, you consent that you won't, during the Non-Circumvention period;

• Contract with, hire, invoice, pay, or receive payment from parties identified through the Site in any other way than through the Site.
• Request an invoice or payment amount that is less than what was actually agreed upon, made, or received between Users in an invoice or report on the site or in a conversion fee.
• Refer a User you identified on the Site to a third party who is not a User of the Site for purposes of making or receiving payments other than through the Site.

You agree to notify Heuristic Heights immediately if a person suggests making or receiving payments other than through the Site in violation of this Section 7 or if you receive unsolicited contact outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Heuristic here.

You understand and agree that breaking this Section 7.1 of the Terms of Service constitutes a serious breach of those Terms and may cause your Account to be permanently suspended and subject to the Conversion Fee (defined above). You must pay the Conversion Fee for each additional User you desire to continue working with after you stop using the Site if this Section still applies to you even if you decide not to use the Site anymore.

6.2 COMMUNICATING THROUGH THE SITE; NOT SHARING CONTACT DETAILS

You consent to speak with other Users only through Heuristic Heights prior to accepting a service contract.

You acknowledge that, prior to engaging into a Service Contract, you (a) will only use Heuristic Heights as a manner to communicate with others (b) won't divulge your Means of Direct Contact (described below) to any other Users or individuals you identified or were identified by through the Site; (c) won't use another user's Means of Direct Contact to attempt to contact, solicit, or locate the contact information of another User outside of Heuristic Heights; and (d) won't ask for, provide, or attempt to identify through public means another User's means of direct contact; and (e) will not include any Means of Direct Contact or means by which your contact information could be discovered in any profile, proposal, job posting, invitation, or pre-hire communication through the Site’s communications services (including in each case in any attached file), except as otherwise provided on the Site.

For purposes of the Terms of Service, “Means of Direct Contact” means any information that would allow another person to contact you directly, including, without limitation, phone number, email address, physical address, a link to a contact form or form requesting contact information, any link to an applicant management system or means to submit a proposal or application outside of the Site, or any information that would enable a user to contact you on social media or other website or platform or application that includes a communications tool, such as Skype, Instagram, WhatsApp, or Facebook.

If any of the previously mentioned information may be used by another user to locate you through other means, such as visiting a website that contained your email address or finding you on social media, such information qualifies as a means of direct contact. You understand and agree that breaking this Section 6.2 constitutes a serious violation of the Terms of Service, and that doing so could result in the permanent suspension of your Account.

6.3 OPTING OUT

You may opt out of the non-circumvention agreement if you pay a fee.

Unless the Client and Freelancer have had a Heuristic Heights Relationship for at least three (3) years, you may only opt out of the obligations in Section 6.1 with respect to each Heuristic Heights Relationship if the Client or Freelancer pays Heuristic Heights a Conversion Fee, which is a minimum of $2,000 USD and a maximum of $50,000 USD for each Heuristic Heights Relationship.

If the Enterprise Client's contract with Heuristic Heights contains different provisions, the Conversion Fee may be computed differently for Heuristic Heights Relationships when the Client is an Enterprise Client. To learn more about the Conversion Fee or how to pay it visit our Help Center here. You understand and agree that if Heuristic determines that you have violated Section 6, it may (a) charge your Payment Method the Conversion Fee (including interest) if permitted by law or send you an invoice for the Conversion Fee (including interest), which you agree to pay within 30 days, (b) close your Account and revoke your authorization to use the Services, and (c) charge you for all losses and costs (including any and all time of Heuristic’s internal workforce) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.

You acknowledge that the Conversion Fee is computed as 13.5% of the expected earnings over a twelve-month period by the average price of the freelancers gigs posted at the time the conversion is requested. The Conversion Fee is exempt from the Marketplace Fee and includes all relevant taxes. For administrative reasons, the Conversion Fee is a modest $1 USD if the Client and Freelancer have had a business relationship for at least three (3) years. The conversion fee cannot be returned.

On each marketplace service contract between the client and the freelancer, Heuristic Heights will deduct from the conversion fee an amount equivalent to all marketplace fees the client has paid to Heuristic Heights in the previous twelve (12) months. The Conversion Fee may never be reduced by less than the required minimum of $2,000 USD.

7. RECORDS OF COMPLIANCE

You agree to make and keep all required records.

Your business records must be created, stored, and backed up by you alone. Except as required by applicable law, you acknowledge that Heuristic is under no obligation to keep any content or information you supply on file or to send you a copy of it.

8. WARRANTY DISCLAIMER

We are not responsible for the quality, safety, or reliability of our Services.

Heuristic Heights and its affiliates provide the Services (including material and information) on a "as is" and "as available" basis and make no representations or warranties about the Services, including that the Services will be uninterrupted or error-free. Heuristic Heights disclaim any implied or statutory warranty, including any implied warranty of title, accuracy of data, non-infringement, merchantability, or fitness for a specific purpose, to the fullest extent permissible by applicable law.

9. LIMITATION OF LIABILITY

Any liability we may have to you is limited.

Heuristic Heights is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to: (i) your use of or your inability to use our Site or Site Services; (ii) delays or disruptions in our Site or Site Services; (iii) viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services; (iv) glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services; (v) damage to your hardware device from the use of the Site or Site Services; (vi) the content, actions, or inactions of third parties’ use of the Site or Site Services; (vii) a suspension or other action taken with respect to your Account; (viii) your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and (ix) your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.

Additionally, in no event will Heuristic Heights, our affiliates, our licensors, or our third-party service providers be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities. The liability of Heuristic Heights, our affiliates, our licensors, and our third-party service providers to any User for any claim arising out of or in connection with this Agreement or the other Terms of Service will not exceed the lesser of: (a) $1,000 or (b) any fees retained by Heuristic Heights with respect to service contracts on which User was involved as Client or Freelancer during the six-month period preceding the date of the claim.

These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with this Agreement or the other Terms of Service, whether in contract, tort (including negligence), strict liability, or otherwise, even if Heuristic has been advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose. Some countries and jurisdictions do not allow for all of the foregoing exclusions and limitations, so to that extent, some or all of these limitations and exclusions may not apply to you.

10. RELEASE

You agree not to hold us responsible for any dispute you may have with another User.

You hereby release Heuristic Heights, our other Affiliates, and each of our officers, directors, agents, subsidiaries, joint ventures, employees, and service providers from any and all claims, demands, and damages (actual and consequential) of any kind and nature, known and unknown, arising out of or in any way connected with any dispute you may have with another User, whether it be online or offline. This release is made in recognition of the fact that Heuristic is not a party to any contract

This release covers, for instance and without limitation, any complaints about the effectiveness, features, and caliber of the freelancer services offered to the client by a freelancer as well as refund requests based on complaints.

11. INDEMNIFICATION

You agree to pay our fees or losses as outlined below if something you do while using our services results in us being sued or penalized.

You will indemnify, defend, and hold harmless Heuristic Heights’ our other Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) your or your agents’ use of the Services, including any payment obligations or default (described in Section 5.4 (Non-Payment or Default)) incurred through use of the Services; (b) any Work Product or User Content related to your use of the Services; (c) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor, any employment-related claims; (d) your or your agents’ failure to comply with the Terms of Service; (e) you or your agents’ failure to comply with applicable law; (f) negligence, willful misconduct, or fraud by you or your agents; and (g) you or your agents’ violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights. For purposes of this Section 11, your agents include any person who has apparent authority to access or use your account demonstrated by using your username and password.

“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including attorneys’ fees) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party. “Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

12. AGREEMENT TERMs AND TERMINATION

This section describes the duration of this Agreement, the methods by which either you or Heuristic Heights may terminate it, and the consequences of our respective terminations.

12.1 TERMINATION

You and Heuristic Heights both have the right to end this Agreement, but certain rights and obligations will survive after this Agreement ends.

Unless both you and Heuristic Heights expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided in this Agreement. You may provide written notice to legalnotices@heuristicheights.com. In the event you properly terminate this Agreement, your right to use the Services is automatically revoked, and your Account will be closed.

You agree that Heuristic Heights is not a party to any Service Contract between Users. Consequently, you understand and acknowledge that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree (a) you hereby instruct Heuristic Heights will close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site and your access to the Site has been terminated; (c) Heuristic Heights will continue to perform those Services necessary to complete any open transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to Heuristic Heights for any Services or such other amounts owed under the Terms of Service and to any Freelancers for any Freelancer Services.

Without limiting Heuristic Heights other rights or remedies, we may revoke or limit access to the Services, deny your registration, or revoke your access to the Site and refuse to provide any or all Services to you if: (i) you breach any terms and conditions of this Agreement or any portion of the Terms of Service; (ii) we have reasonable reason to believe that you have provided false or misleading information to us; (iii) we conclude that your actions may cause legal liability for you or others; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity; or (iv) we are required to by law, legal process, or law enforcement. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or re-register for a new Account without Heuristic Heights prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.

You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of Users’ Account status to all Users, including you and other Users who have entered into Service Contracts with you. You therefore agree that: if Heuristic Heights decides to temporarily or permanently close your account, Heuristic Heights has the right (but no obligation) where allowed by law to: (y) notify other users that have entered into Service Contracts with you of your closed account status, and (z) provide those users with a summary of the reasons for your account closure. You agree that Heuristic will have no liability arising from or relating to any notice that it may or may not provide to any user regarding closed account status or the reason(s) for the closure.

12.2 ACCOUNT DATA ON CLOSURE

If your Account is closed, you will no longer have access to the information or materials you retained on the Site, unless otherwise required by law, and any content kept in your Account may be erased, for which Heuristic Heights expressly disclaims responsibility. Your account information may be retained in full or in part by Heuristic as permitted or required by law and the Privacy Policy.

12.3 SURVIVAL

The provisions of this Agreement and the other Terms of Service that expressly or implicitly anticipate performance beyond its expiration or termination will endure and remain in full force and effect after such event. As an illustration, the clauses governing arbitration, audits, intellectual property, non-circumvention, indemnity, fees, reimbursements, and liability restrictions all call for performance or observance even after this Agreement expires. The termination of this Agreement for any reason will not relieve you or Heuristic Heights of any liabilities that you may have already incurred in connection with any conduct or omission that occurred prior to the termination of this Agreement or other provisions of the Terms of Service.

13. DISPUTES BETWEEN YOU AND HEURISTIC HEIGHTS

Under Section 14, you and Heuristic agree on how to settle disagreements, including that we will both attempt to settle disagreements amicably and, if you reside in UK & Kenya that we will both agree to use arbitration as an alternative to court proceedings if we are unable to do so.

Please carefully read the following clauses since they require both you and us to consent to binding individual arbitration as the primary means of resolving the majority of disputes between you and us.

13.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE

If a dispute arises between you and Heuristic Heights or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out as provided in Section 13.4.4 below, you, Heuristic, and our Affiliates agree to resolve any and all claims, disputes, or controversies that arise out of or relate to this Agreement, the other Terms of Service, your relationship with Heuristic Heights (including without limitation any claimed employment with Heuristic Heights or one of our Affiliates or successors), the termination of your relationship with Heuristic Heights, or the Services (each a “Claim” and collectively, “Claims”) through binding arbitration on an individual basis in accordance with this Section 14 (sometimes referred to as the “Arbitration Provision”).

 

13.2 CHOICE OF LAW

Without respect to Kenya's rules on conflicts of law, this Agreement, the Site conditions of Use, the other Terms of Service, and any Claim will be governed by and interpreted in accordance with Kenyan law provided.

13.3 INFORMAL DISPUTE RESOLUTION

You and Heuristic consent to providing each other with notice of a Claim prior to serving a demand for arbitration of a Claim. You consent to sending an email to legalnotices@heuristicheights.com informing Heuristic Heights of the Claim, and Heuristic Heights consents to sending you a notice at the email address on file (each, a "Notice"). The Claim will then be resolved informally and voluntarily by you and Heuristic Heights. Each Notification must include important account information, a brief description of the Claim, and contact information, so that you or Heuristic Heights, as applicable, may examine the Claim and attempt to informally settle it. After receiving the Notice, you and Heuristic Heights will have 60 days to amicably settle the other party's Claim without taking further legal action.

13.4 BINDING ARBITRATION AND CLASS ACTION WAIVER (DOES NOT APPLY TO USERS LOCATED OUTSIDE KENYA)

All Users who are situated in Kenya or who call Kenya home are subject to this Arbitration Provision. You, Heuristic Heights, and our Affiliates agree to resolve the Claim by final and binding individual arbitration before Nairobi Centre for International Arbitration in the unlikely event that the parties are unable to reach an agreement on a Claim within 60 days of receiving the applicable Notification (NCIA).

13.4.1 SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION

This Arbitration Provision is in force as of the Effective Date of this Agreement and shall outlast the termination of your engagement with Heuristic Heights. It applies to any Claim (as defined above) that the parties may have, whether based on past, present, or future events. To avoid confusion, all claims, disputes, or controversies arising out of or related to this Agreement, the Terms of Service but they are not the only ones. This Arbitration Provision is meant to be used in cases when a court of law or another forum other than arbitration would normally be used to resolve a dispute. In the event that NCIA is unable to administer the arbitration for any reason, either party may petition to a court of competent jurisdiction with jurisdiction over the venue of the arbitration for the appointment of an impartial arbitrator.

Unless as otherwise specified in this Agreement, the arbitration will take place in Nairobi, Kenya, using the then-current Optional Expedited Arbitration Procedures of the NCIA Comprehensive Arbitration Rules and Procedures. The NCIA Consumer Arbitration Basic Standards will also apply to arbitration of disputes brought by a User alleging a violation of a consumer protection act.

Worker classification or employment claims made by freelancers shall be handled in Kenya in accordance with the NCIA. The then-current Employment Arbitration Rules and Procedures. You can get the relevant NCIA arbitration rules online by searching "Nairobi Center for International Arbitration" or visiting www.ncia.or.ke. Any disagreement over whether a certain set of NCIA regulations is applicable must be settled solely by the arbitrator. Any party shall be entitled to participate in the arbitration by telephone and/or videoconference in place of personal appearance.

Regarding filing or initial appearance and arbitration fees, you and Heuristic Heights will adhere to the relevant NCIA guidelines. The arbitrator must abide by the law in force and may only grant remedies that would have been available had the dispute been heard in court. The arbitrator's decision may be used as evidence in any court with jurisdiction. The lawsuit between you and Heuristic that is or was underway in court or arbitration prior to the termination of the opt-out period specified in Section 14.4.4 below is not covered by this arbitration provision.

No amendment to this Arbitration Provision, regardless of any other provision of this Agreement, shall be effective with respect to any matter pending in an arbitration proceeding brought under this Section 13 unless and until all parties to such arbitration have consented in writing to such amendment. The Labor Legislation Commission, National Labor Relations Board, or Office of Ministry of Labor Social Securities and Services, among others, are just a few examples of the government organizations with which you may file a report, claim, or complaint. This Arbitration Provision does not prevent you from doing any of these things.

Nothing in this Arbitration Provision restricts a government agency from looking into any allegation, claim, or charge that would ordinarily fall under its purview.

Even if the claims would otherwise be covered by this Arbitration Provision, this Arbitration Provision does not stop government agencies from deciding on them and granting remedies.

Nothing in this Arbitration Provision prevents or waives a party's need to fulfill any prerequisites or seek all available administrative remedies before filing a dispute with an arbitrator. Heuristic Heights won't punish you for submitting a complaint to an administrative body or for exercising your rights under Cap. 226 of the Laws of Kenya Employment Act (on your own or together with others).

13.4.2 INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION

The entire and final agreement regarding the formal adjudication of Claims is included in this Arbitration Provision.

Except as expressly provided below, the arbitrator shall have sole authority to resolve all disagreements arising out of or relating to the arbitrability of a Claim or the interpretation, enforcement, or application of this arbitration provision, including the enforceability, revocability, scope, breach, or validity of the arbitration provision or any portion thereof. An arbitrator, not a judge, will determine all of these cases.

The parties expressly agree that the arbitrator, not a court, will decide whether the parties agreed to arbitrate any dispute, including claims that all or part of this Arbitration Provision, this Agreement, or any other provision of the Terms of Service is void or voidable, with the exception of the circumstances described in the section below on class and collective waivers.

The entirety of this arbitration provision will be enforceable if any part of it is found to be unenforceable, with the exceptions described in Section 13.4.3 below.

13.4.3 CLASS AND COLLECTIVE WAIVER

Your ability to take part in class or collective actions is impacted by this arbitration provision. You and Heuristic agree to arbitrate any disputes on an individual basis solely, rather than as a member of a class or other group. Any right or authority for any disagreement to be initiated, heard, or arbitrated in the context of a class action or other collective action, or as a participant in such a proceeding (the "Class Action Waiver"). Regardless of any other clause in this agreement or the NCIA regulations, any disagreements relating to the enforceability, revocability, scope, validity, or breach of the class action waiver may only be settled in court by a judge with appropriate jurisdiction; an arbitrator shall not be involved.

The arbitration provision herein shall be deemed to be null and void in its entirety and the class or collective action to the extent so determined shall be litigated in a civil court of competent jurisdiction if a final judicial determination finds that all or part of the Class Action Waiver is unenforceable or that an arbitration can proceed on a class basis.

Without the previous written approval of all parties to all relevant arbitrations or procedures, no proceeding or arbitration may be merged with another. You and Heuristic Heights concur that you won't face retaliation if you file or take part in a class- or collective-action lawsuit in whatever venue. Heuristic may, however, legally seek to have this Class Action Waiver and Arbitration Agreement enforced in accordance with the Arbitration Act of 1995 and to have such class or collective actions or claims dismissed.

13.4.4 RIGHT TO OPT OUT OF THE ARBITRATION PROVISION

Within 30 days of the day you initially registered for the Site, you have the option to reject the Arbitration Provision in this Section 14 by telling Heuristic in writing. Your Account username, your name, your address, your phone number, your email address, and a statement stating that you intend to opt out of the Arbitration Provision must all be included in a written communication to Heuristic sent to legalnotices@heuristicheights.com.

Any other provisions of this Agreement will not be affected if you choose to reject this Arbitration Provision. The continuation of your business relationship with Heuristic after you fail to exercise your right to opt out as specified in Section 14.4.4 constitutes your and Heuristic Heights  acceptance of the provisions of this Arbitration Agreement. About this Agreement and the Arbitration Provision, you are free to consult with the legal representative of your choosing.

13.4.5 Enforcement of this Arbitration Provision

This Arbitration Provision is the entire and last agreement relating to the formal resolution of disputes covered by this Arbitration Provision, and it supersedes all prior agreements on the arbitration of disputes. The remaining portions of this arbitration clause will still be valid even if any of them are found to be unenforceable.

14. GENERAL

Other conditions of the contract between you and Heuristic Heights, such as the fact that the Terms of Service embody our entire understanding, how the agreement will be read and applied, and your consent to refrain from using the Site from particular regions.

14.1 ENTIRE AGREEMENT

Any earlier agreements for the Services and all prior agreements between us for actions taking place after the effective date of this Agreement are superseded by this Agreement, along with the other Terms of Service, which constitutes the entire agreement between you and us about the Services. The only exception to this rule is a Premium Agreement ("Premium Agreement"), which supersedes these Terms of Service to the extent specified in such Premium Agreement but otherwise continues to be in effect, and is completed by a lawfully authorized representative of Heuristic. A Premium Agreement cannot be created through verbal agreements, written emails, or letters.

14.2 MODIFICATIONS; WAIVER

In the event that there are substantial changes, we will give you adequate prior notice. Heuristic Heights may alter this Agreement and any other agreements that make up the Terms of Service at any time by posting an updated version on the Site, provided that the conditions stated herein are met.

By posting the revised Terms of Service on the Site and notifying users through email or the Site, Heuristic Heights will give fair advance notice of any change that contains a Significant Change (see below). Heuristic Heights will give at least 30 days' advance notice of the change if the Substantial Change includes an increase in the Fees it charges; however, Heuristic Heights is not required to give any advance notice of changes that result in a decrease in Fees, any temporary or promotional Fee changes, or changes that do not qualify as Substantial Changes. The effective date for any changes to the Terms of Service is stated.

Heuristic Heights will not be bound by any modifications or amendments to the Terms of Service unless they are agreed to in writing and signed by a fully authorized representative of Heuristic or published on the Site by Heuristic Heights. Email does not qualify as a written instrument under this Section 15's definition. 2.

Our failure to respond to a breach by you or another party does not excuse us from responding to further or similar breaches. We cannot promise that we will respond to every violation of this User Agreement.

14.3 ASSIGNABILITY

You may not transfer any rights you have under our Terms of Service unless we give you approval

These Terms of Service and any rights or obligations hereunder may not be transferred or assigned by you unless you follow the provisions in this Section. In order to assign the Terms of Service or your Account to a successor after an acquisition of your company or substantially all of your assets, a merger, or another change in majority ownership of your company, you must provide written notice to Heuristic Heights via email to legalnotices@heuristicheights.com that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, (f) a statement indicating the manner in which your company was acquired, (g) the name and contact information of the acquirer, and (h) the effective date of such change in ownership.

The assignment is legal if Heuristic Heights does not protest through email within 5 business days of the email's transmission, provided that the notice is sent to the correct person. Without the previous written approval of Heuristic Heights, which may be obtained by email or writing at the aforementioned addresses, no additional assignments shall be valid. Any other attempted transfers or assignments are invalid.

14.4 SEVERABILITY; INTERPRETATION

The remaining provisions of this Agreement shall remain in full force and effect in the event that any provision of this Agreement is determined to be invalid or unenforceable by reason of applicable law and shall be changed and construed to the greatest extent permitted by applicable law to achieve the purposes of such provision.

If any provision of this Agreement or the other Terms of Service is determined to be illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or that portion thereof will be ineffective as to the jurisdiction in which it is so, to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law in order to give the maximum effect to the remaining provisions. In no manner will the legality, validity, or enforceability of that or any other provision in any other jurisdiction be impacted by the illegality, invalidity, or unenforceability of such provision in one jurisdiction.

14.5 FORCE MAJEURE

We both will be temporarily released from fulfilling our responsibilities under this Agreement in the event that certain events occur that are beyond either of our control. The occurrence of strike, accidents, fires, floods, pandemics, telecommunications or Internet outages, strikes, wars, riots, rebellions, terrorism, blockades, acts of government, governmental requirements and regulations, restrictions imposed by law, or any other similar event beyond the parties' reasonable control will not hold the parties to this Agreement liable for any delay or failure to perform any obligation under this Agreement for a reasonable period of time.

14.6 PREVAILING LANGUAGE AND LOCATION

If there are any discrepancies between the English language version and any translated versions, the English language version of the Terms of Service shall control in all respects and shall take precedence. Our facilities in Kenya serve as the control and operating base for the Site.

14.7 ACCESS OF THE SITE OUTSIDE KENYA

Heuristic Heights makes no claims that the Site or Services are suitable for use outside of UK & Kenya or readily accessible there. Users of the Site who are located in other countries do so at their own risk and are fully responsible for adhering to all local and international laws and regulations, including export and import laws.

You must get any and all necessary authorizations from the relevant government authorities before you directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user. Also, you guarantee that receiving goods, services, or software of Kenyan origin is not forbidden by law.

You must and hereby represent that none of the following apply to you, any company you represent, or any beneficial owner of you or your company: (a) you are a citizen or resident of a geographic area where access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; or (b) you are a citizen or resident of, or located in, a geographic area that is subject to sanctions imposed by UK, Kenya or other sovereign countries.

You consent to immediately stopping using the Services and having your license to do so revoked if your place of residence or other factors change such that the aforementioned statements are no longer accurate.

14.8 CONSENT TO USE ELECTRONIC RECORDS

You might need to receive certain messages, notices, agreements, statements, or disclosures regarding our Services in writing from Heuristic Heights and its Affiliates. You agree that Heuristic Heights and its Affiliates may deliver these records electronically rather than on paper.

15DEFINITIONS

Below we define capitalized terms that appear in this Agreement or other parts of the Terms of Service. Other capitalized terms are defined above, which you can tell because the term is put in quotation marks and bold font.

Capitalized terms not defined below or above have the meanings described in the Site Terms of Use or elsewhere in the Terms of Service.

"Client" refers to any authorized User of the Site or Site Services, including Direct Contract Services, who seeks or obtains Freelancer Services from other Users or from the Site itself.

“Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, or provided in connection with a Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Freelancer or Client; (b) was lawfully received by User without restriction from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.

“Service Contract” means a contract entered into on Heuristic between a Freelancer and a Client on the Heuristic Heights marketplace

“Escrow Account” means Client Escrow Account and Freelancer Escrow Account

 “Escrow Instructions” means the Escrow Instructions agreement that is relevant to the Service Contract or Direct Contract.

“Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Freelancer, prior to the commencement of a Service Contract, for the completion of all Freelancer Services contracted by Client for such Service Contract.

“Freelancer” means any authorized User of the Site or Site Services, including Direct Contract Services or Any Hire Services, that utilizes the Site to advertise, provide, or receive payment for the provision of Freelancer Services to Clients.

“Freelancer Fees” means: (a) the fixed fee agreed between a Client and a Freelancer; and (b) any bonuses or other payments made by a Client to a Freelancer.

“Freelancer Services” means all services performed for or delivered to Clients by Freelancers.

The term “including” as used herein means including without limitation.

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under the laws of any state, country, territory or other jurisdiction.

“Payment Method” means a valid credit or debit card issued by a bank acceptable to Heuristic, a bank account linked to your Account, a PayPal account, payoneer account, M-Pesa or such other method of payment as Heuristic Heights may accept from time to time in our sole discretion.

“Project” means an engagement for Freelancer Services that a Freelancer provides to a Client under a Service Contract on the Site.

 “Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Freelancer governing the Freelancer Services to be performed by a Freelancer for Client for a Project.

 “Substantial Change” means a change to the terms of the Terms of Service that materially reduces your rights or increases your responsibilities.

“Heuristic App” means the online platform accessed using Heuristic  Heights downloaded application or other software that enables time tracking and invoicing, chat, and screenshot sharing with other Users.

“User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other content or information that you or any Site Visitor or User post to any part of the Site or provide to Heuristic Heights, including such content or information that is posted as a result of questions.

“Work Product” means any tangible or intangible results or deliverables that Freelancer agrees to create for, or actually delivers to, Client as a result of performing the Freelancer Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.

Privacy Policy

Effective Date: 1st JULY 2023

1. Introduction

Welcome to Heuristic Heights! This Privacy Policy ("Policy") outlines how we collect, use, disclose, and protect your personal information when you access and use the freelance marketplace platform ("Platform") provided by Heuristic Heights ("we," "us," or "our"). We are committed to protecting your privacy and ensuring the security of your personal information. By accessing or using our Platform, you consent to the practices described in this Policy.

2. Information We Collect

2.1 Personal Information

2.1.1 When you register an account on our Platform or engage in transactions, we may collect personal information that can identify you directly or indirectly, such as your name, email address, postal address, phone number, and payment information.

2.1.2 We may also collect additional personal information, such as your profile picture, skills, educational background, work experience, and other information you choose to provide.

2.2 Usage and Log Data

2.2.1 We automatically collect certain information when you access and use our Platform, including your IP address, device information, browser type, operating system, and browsing behavior.

2.2.2 We may also collect usage data, such as the pages you visit, the features you use, the projects you view or engage with, and the duration and frequency of your activities on the Platform.

2.3 Cookies and Similar Technologies

2.3.1 We use cookies and similar technologies to enhance your user experience and collect information about your preferences. Cookies are small text files that are stored on your device when you visit our Platform.

2.3.2 You can manage your cookie preferences through your browser settings. Please note that disabling or blocking certain cookies may affect the functionality of the Platform.

3. How We Use Your Information

3.1 We use the information we collect for the following purposes:

3.1.1 To provide and improve our Platform, including personalizing your experience and tailoring content and recommendations to your interests.

3.1.2 To facilitate and process transactions between clients and freelancers, including project management, communication, and payment processing.

3.1.3 To communicate with you, respond to your inquiries, and provide customer support.

3.1.4 To send you updates, newsletters, and promotional materials related to our services, subject to your preferences and applicable laws.

3.1.5 To enforce our terms and conditions, protect our rights, and prevent fraudulent or illegal activities.

3.1.6 To analyze and monitor usage trends, conduct research, and improve the performance and security of our Platform.

4. Information Sharing and Disclosure

4.1 We may share your personal information with third parties in the following circumstances:

4.1.1 With clients or freelancers when it is necessary to facilitate transactions or collaborations on the Platform.

4.1.2 With third-party service providers who assist us in operating the Platform, such as hosting providers, payment processors, marketing tools, and analytics services. These providers are bound by confidentiality agreements and are prohibited from using your personal information for any other purpose.

4.1.3 With business partners, affiliates, or successors in the event of a merger, acquisition, or corporate restructuring.

4.1.4 In response to a legal request or to comply with applicable laws, regulations, or court orders.

4.1.5 With your consent or as otherwise disclosed at the time of data collection.

5. Data Security

5.1 We take reasonable measures to protect your personal information from unauthorized access, disclosure, alteration, or destruction. However, no data transmission or storage system can be guaranteed to be 100% secure.

5.2 We implement appropriate technical and organizational measures, such as encryption, access controls, and regular security assessments, to safeguard your personal information.

6. Your Rights and Choices

6.1 You have the right to access, update, correct, or delete your personal information. You can manage your account settings and preferences through the Platform or by contacting us directly.

6.2 You may choose to opt out of receiving promotional communications from us by following the unsubscribe instructions provided in the emails or by adjusting your preferences in your account settings.

6.3 Please note that even if you opt out of marketing communications, we may still send you non-promotional messages related to your transactions or account.

7. Children's Privacy

7.1 The Platform is not intended for use by individuals under the age of 18 or the age of majority in their jurisdiction. We do not knowingly collect personal information from children. If you believe we have inadvertently collected personal information from a child, please contact us, and we will take steps to delete such information.

8. Third-Party Websites and Services

8.1 Our Platform may contain links to third-party websites or services that are not operated or controlled by us. This Policy does not apply to such third-party websites or services. We encourage you to review the privacy policies of those third parties before providing any personal information.

9. International Data Transfers

9.1 We may transfer your personal information to servers located in countries outside of your jurisdiction, including countries that may have different data protection laws than your own. By using our Platform, you consent to the transfer of your personal information to these countries.

10. Changes to this Policy

10.1 We reserve the right to modify or update this Policy at any time. Any changes will be effective immediately upon posting the revised Policy on the Platform. Your continued use of the Platform after the posting of any modifications constitutes your acceptance of such changes.

11. Contact Us

11.1 If you have any questions or concerns about this Privacy Policy, or if you wish to exercise your rights regarding your personal information, please contact us using the contact information provided on the Platform.

Cookies Policy

Effective Date: 1st JULY 2023

Introduction

This Cookies Policy ("Policy") explains how Heuristic Heights Inc. ("we," "us," or "our") uses cookies and similar tracking technologies on our website, heuristicheights.com ("Website"). This Policy aims to provide you with information about these technologies, their purpose, and your choices regarding their use. By accessing or using our Website, you consent to the use of cookies as described in this Policy.

What are Cookies?

2.1 Cookies are small text files that are placed on your device (computer, mobile phone, or tablet) when you visit our Website. They store certain information about your browsing activities and preferences, which can be retrieved and used during your future visits.

2.2 Other tracking technologies, such as web beacons, pixels, and scripts, may also be used in conjunction with cookies to collect and track information about your interactions with the Website.

 

Types of Cookies We Use

3.1 Strictly Necessary Cookies: These cookies are essential for the proper functioning of the Website. They enable you to navigate the Website and use its features, such as accessing secure areas or making use of e-commerce services. Without these cookies, the Website may not function properly.

 

3.2 Performance and Analytics Cookies: These cookies collect information about how visitors use our Website, such as which pages are most frequently visited or if they encounter any errors. This data helps us improve the performance and usability of the Website. We may use third-party analytics tools, such as Google Analytics, to gather and analyze this information.

 

3.3 Functional Cookies: These cookies enhance your browsing experience by remembering your preferences, such as language settings or personalized content. They enable us to provide you with a more tailored experience on the Website.

 

3.4 Advertising and Targeting Cookies: These cookies are used to deliver relevant advertisements to you and track the effectiveness of our marketing campaigns. They may be placed by third-party advertising networks or social media platforms. These cookies may also collect information about your browsing habits on other websites.

 

Your Consent

4.1 By accessing or using our Website, you consent to the placement of cookies on your device as described in this Policy.

 

4.2 You can manage your cookie preferences or withdraw your consent at any time through the cookie settings provided on our Website. Please note that disabling certain cookies may affect the functionality and performance of the Website.

 

Third-Party Cookies

5.1 Our Website may contain links to third-party websites or services that have their own cookies policies. We do not have control over the cookies used by these third parties and are not responsible for their privacy practices. We encourage you to review the cookies policies of these third parties.

 

Updates to the Policy

6.1 We may update this Cookies Policy from time to time to reflect changes in our practices or applicable laws. Any updates will be posted on this page with a revised effective date.

 

Contact Us

7.1 If you have any questions or concerns about our Cookies Policy, please contact us using the contact information provided on our Website.