Freelance Club

English is the controlling language; any translation is provided for convenience only.

1. Definitions

Capitalized terms used in these Terms have the meanings given below. The same terms carry the same meaning in the Privacy & Cookie Policy, the Risk, Security & Non-Custodial Disclosure, and the AML/KYC & Restricted Use Notice, unless the context of a given document requires otherwise.

"Company" means, a company incorporated under the laws of the Republic of Panama. "Freelance Club" is the trading name and brand under which the Company operates the Platform; it is not itself a separate legal entity.
"Platform" or "Service" means the Freelance Club marketplace service made available through the Interface.
"Interface" means the Platform's web interface available at fwork.club and any associated applications through which a User accesses the Service.
"User", "you" means any person who connects a Wallet to, or otherwise accesses or uses, the Interface, including an Employer or a Freelancer.
"Employer" means a User who publishes a Project or Order seeking services from a Freelancer.
"Freelancer" means a User who offers or performs services in response to a Project, Proposal, or Order.
"Wallet" means a blockchain wallet a User connects to the Interface to authenticate and to send or receive Digital Assets.
"Digital Assets" means cryptocurrency, tokens, stablecoins, and other blockchain-based assets a User controls, sends, or receives through the Interface.
"Smart Contract" means self-executing software deployed on a blockchain network that the Interface interacts with, including the escrow Smart Contract(s) described in Section 6.
"Escrow" means the rules-based reservation of value for an Order. In the Platform off-chain mode, Escrow is recorded in the Platform's internal USDT-denominated balance and transaction ledger. If an Order expressly uses an enabled on-chain mode, Escrow is recorded and moved by the configured Smart Contract.
"Project" means a listing published by an Employer describing work sought from a Freelancer.
"Proposal" means an offer submitted by a Freelancer in response to a Project or service listing.
"Order" means an agreed engagement between an Employer and a Freelancer, funded through Escrow.
"Service Fees" means fees charged for use of the Platform and recorded or transferred as part of the applicable off-chain or on-chain settlement flow described in Section 8.
"Product Dispute" means a dispute between Users concerning a specific Order, resolved through Product Dispute Resolution as described in Section 9.
"Legal Dispute" means a dispute between a User and the Company concerning these Terms or any other document in the Platform's legal document set, governed exclusively by Section 22.
"Legal Arbitration" means the CeCAP arbitration proceeding described in Section 22.4, by which an unresolved Legal Dispute is finally determined. Legal Arbitration is distinct from Product Dispute Resolution and never resolves a Product Dispute.
"Trust Score" means the Platform's automatic, algorithmically derived wallet-trust score (referred to as "Wallet Trust" in the Platform's internal architecture documentation), reflecting factors such as wallet age, order history, dispute history, and Platform activity, displayed to help Users evaluate one another. Trust Score is computed, not self-declared, and is not a substitute for Identity Verification.
"Identity Verification" means the identity-verification status (Not Verified, Pending, or Verified) assigned to a User following processing by the Company's identity-verification provider. Identity Verification is independent of Trust Score.
"Business Verification" means a planned Employer-specific verification component. It is not currently available unless the Interface expressly states otherwise.
"Financial Assurance" means a planned, separate trust component. It is not currently available and must not be inferred from an internal balance, Escrow, Identity Verification, or Business Verification.

Trust Score, Identity Verification, Business Verification, and Financial Assurance are independent components of the Platform's trust model. The Interface identifies unavailable components as "not currently available"; none is a substitute for, or implies, any other component.

2. Acceptance and Eligibility

2.1 These Terms of Service ("Terms") govern access to and use of the Interface, operated by the Company.

2.2 By connecting a Wallet to, or otherwise accessing or using, the Interface, you agree to be bound by these Terms. If you do not agree, do not use the Interface.

2.3 You represent and warrant that:

(a) you are at least eighteen (18) years old; (b) you have the legal capacity to enter into a binding agreement under the law applicable to you; and (c) your use of the Interface does not violate any law applicable to you.

2.4 The Platform is not intended for minors. There is no parental-consent onboarding path and no minor account type. If the Company has reason to believe a User does not meet the conditions in Section 2.3, the Company may restrict or terminate that User's access to the Interface.

3. Platform Role

3.1 The Company provides a marketplace Interface, Freelancer and Employer discovery, reputation features, Project publication, notifications, lifecycle timers, support, and Escrow workflow. Funds are reserved in the Escrow smart contract on the BNB Smart Chain and are released or returned in accordance with the rules governing order fulfillment and dispute resolution. Nothing in these Terms represents that the Company is a licensed bank, payment institution, exchange, or custodial-wallet provider, and the Company does not hold User funds as an internal account balance.

3.2 The Company does not own or operate any underlying blockchain network. It provides the workflow and accounting systems through which Users transact, but does not perform, guarantee, or warrant the work exchanged between Users.

3.3 No employment, agency, partnership, or fiduciary relationship is created between the Company and any User, or between Users, by virtue of using the Interface. Freelancers are independent contractors in their relationship with Employers; nothing in these Terms creates an employment relationship between an Employer and a Freelancer, or between either and the Company.

4. User-to-User Marketplace Relationship

4.1 Projects, services, Proposals, and Orders are agreements between the relevant Users (an Employer and a Freelancer). The Company is not a party to, and assumes no responsibility for performance, quality, timeliness, or legality of, the underlying work product exchanged between Users.

4.2 Each User is solely responsible for evaluating the other party, the terms of a given Project or service, and for complying with any law applicable to that User's activity on the Platform.

4.3 The Interface may display Trust Score and Identity Verification status. Business Verification and Financial Assurance are shown as unavailable until implemented. Any live trust signal is an informational aid only and is not a guarantee, warranty, or endorsement of reliability, identity, solvency, or performance.

5. Wallet Connection and User Responsibility

5.1 Access to Platform features requires connecting a compatible Wallet. You are solely responsible for the security of your Wallet, private keys, and seed phrase. The Company never requests, stores, or has access to your private keys or seed phrase, and cannot recover them if lost.

5.2 You are responsible for all activity conducted through your connected Wallet, whether or not authorized by you, except to the extent applicable law provides otherwise.

6. Escrow Modes and Internal Balances

6.1 Platform off-chain mode. The default implemented mode records an available balance and an Escrow balance for each User in the Platform database. Funding an Order atomically moves the agreed amount from the Employer's available balance into Escrow. The amount remains associated with that Order until a permitted milestone release, refund, cancellation, or dispute settlement is recorded.

6.2 Milestone approval atomically records the Freelancer payout, the Platform fee, the related ledger entries, and the Order/milestone state transition. A permitted refund atomically returns the refundable amount to the Employer's available balance. Users cannot direct these transitions outside the role, ownership, amount, and lifecycle rules enforced by the Platform.

6.3 Available balances are accounting records within the Platform. Administrators have narrowly governed, audited operations for manual credits, withdrawal processing, and documented dispute exceptions. Users should not describe or treat an internal balance as a personal self-custody wallet or as a confirmed on-chain token balance.

6.4 Optional on-chain mode. If the Interface expressly identifies an Order as on-chain and the required contract/network configuration is enabled, the connected Wallet submits blockchain transactions and the configured Smart Contract governs those on-chain movements. On-chain mode must not be inferred merely because a User authenticates with a Wallet.

6.5 The Company never requests or stores a User's private key or seed phrase and cannot sign Wallet transactions for the User. This private-key boundary does not make the off-chain accounting mode non-custodial.

6.6 A confirmed blockchain transaction may be irreversible. An internal ledger entry is instead governed by Platform authorization, lifecycle, audit, and correction controls.

7. Source of Truth

7.1 For an off-chain Order, the Platform database's Order, milestone, balance, Escrow transaction, dispute, and audit records are the operational source of truth. For an expressly on-chain Order, the confirmed blockchain and configured Smart Contract record govern the on-chain transaction, while the Platform retains the related application history. The Interface must identify the applicable mode.

8. Fees and Blockchain Costs

8.1 The Platform charges Service Fees. In off-chain mode, the fee and payout are recorded atomically in the Platform ledger when Escrow is released. In an enabled on-chain mode, the configured Smart Contract may transfer the fee as part of settlement. Current fee rates and tariff terms are shown through the Interface.

8.2 Gas fees apply only to transactions a User actually submits to a blockchain network. Off-chain balance and Escrow ledger operations do not create a blockchain transaction or gas fee for each internal operation.

9. Product Dispute Resolution

9.1 The standard Product Dispute process is:

(a) dispute opened; (b) evidence submitted; (c) AI structured evaluation; (d) deterministic Rule Engine; (e) deterministic decision; (f) atomic settlement in the applicable Escrow mode.

9.2 Standard disputes are processed by the timeout/evaluation/rule workflow and settled once. In off-chain mode, release, refund, or split settlement is an atomic database operation that updates Escrow, balances, fees, lifecycle events, and final states together. Product Dispute Resolution is not a legal judgment or arbitral award.

9.3 Emergency exception process. Administrator action outside the deterministic process in Section 9.1 is reserved strictly for: (a) a court order; (b) confirmed fraud; (c) protocol failure; or (d) a critical security incident. Emergency handling of these exceptional cases sits outside the normal dispute workflow and is not a substitute for, or a routine alternative to, Product Dispute Resolution.

9.4 A Product Dispute is distinct from a Legal Dispute. This Section governs disputes about a specific Order between Users. Disputes between a User and the Company concerning these Terms are Legal Disputes, governed exclusively by Section 22. The two processes are not the same process and do not use the same forum.

9.5 When opening a dispute, the User must describe a real issue concerning a specific Order and provide relevant materials. A dispute must not be used for tests, internal checks, demonstrations, artificial scenarios, or other actions unrelated to a real Order issue.

9.6 The Platform may perform preflight checks before sending an action to a wallet or another external confirmation tool. If the dispute text appears to be test-like, internal, artificial, or unrelated to a real issue, the action may be blocked before confirmation.

9.7 In some scenarios, a dispute may require additional confirmation of the intention to continue the process, including a guarantee deposit or another required action before a deadline. The Interface shows what action is required, who must complete it, and by when.

9.8 If a party does not complete the required action before the deadline, the dispute may be resolved automatically under the Platform rules. The outcome depends on the current Order state, the actions taken by the parties, and the applicable settlement mode.

9.9 If an action is performed through a blockchain network or another external service, the User is responsible for reviewing the confirmation details. The Platform does not control network fees, confirmation speed, external wallets, providers, or other third-party tools.

9.10 Automated guidance, moderation, and dispute evaluation may be used to structure the process. They help the Platform process the situation, but they are not by themselves a legal determination.

10. Prohibited Conduct

10.1 Users must not: violate applicable law; provide false or misleading information; attempt to circumvent Product Dispute Resolution, Identity Verification, or sanctions screening; use the Interface for money laundering, terrorist financing, or other financial crime; infringe the intellectual property or other rights of any person; interfere with or attempt to manipulate Smart Contract execution, the Rule Engine, or the Interface; or use the Interface to transact with a sanctioned person, entity, or jurisdiction where prohibited by applicable law.

11. Export Controls

11.1 Users must comply with applicable export-control laws and regulations and must not use the Interface for any purpose those laws prohibit, including prohibited military end-use where restricted by applicable law, proliferation-sensitive activity, or dealings involving restricted technologies.

11.2 This Section does not enumerate a jurisdiction-specific prohibited-country list. Compliance is assessed against applicable governmental restrictions in effect from time to time, consistent with the sanctions frameworks referenced in the AML/KYC & Restricted Use Notice.

12. Intellectual Property

12.1 The Interface, its design, software, and Company-owned content are owned by the Company or its licensors and protected by applicable intellectual property law. These Terms do not grant Users any right to the Company's trademarks, including "Freelance Club," except as necessary to use the Interface as intended.

12.2 Nothing in this Section affects ownership of work product created by a Freelancer for an Employer under a separate Project or service agreement between those Users.

13. User Content and Licenses

13.1 Users retain ownership of content they submit to the Interface (profiles, Project descriptions, evidence, messages, portfolio items). By submitting content, a User grants the Company a limited, non-exclusive license to host, display, and process that content solely to operate and provide the Interface, including for Product Dispute Resolution evidence review.

13.2 Users represent that they hold the necessary rights to any content they submit and that such content does not infringe the rights of any third party.

14. Open Source Components

14.1 Some components of the Platform may incorporate open-source software. Where they do, the applicable open-source license terms remain controlling for those components. Such licenses supplement, and do not replace, these Terms with respect to the software they cover.

15. Third-Party Services

15.1 The Interface depends on third-party hosting, database, wallet, optional blockchain/RPC, identity-verification, monitoring, notification, and decentralized-storage providers. Identity verification is described in the AML/KYC & Restricted Use Notice. Provider outages may delay access, settlement processing, uploads, verification, or notifications.

16. Suspension and Access Restrictions

16.1 The Company may suspend or restrict access where required by law, fraud/security review, sanctions obligations, or a material breach. In off-chain mode, access and balance/withdrawal operations can be restricted through Platform controls, subject to the applicable lifecycle, audit, dispute, and legal requirements. Restricting the Interface does not reverse a blockchain transaction already confirmed in on-chain mode.

17. Disclaimers

17.1 The Interface is provided "AS IS" and "AS AVAILABLE", without warranty of any kind, express or implied, to the maximum extent permitted by applicable law. The Company does not warrant that the Interface will be uninterrupted, error-free, or secure, or that any Smart Contract is free of defects.

17.2 The Company does not guarantee recovery from an irreversible on-chain transaction, uninterrupted availability of internal accounting/provider systems, or the price, solvency, backing, liquidity, or value of any Digital Asset or stablecoin.

18. Limitation of Liability

18.1 To the maximum extent permitted by applicable law, the aggregate liability of the Company arising from or relating to the Platform shall not exceed the total Service Fees actually paid by the relevant User to the Company during the three (3) months immediately preceding the event giving rise to the claim.

18.2 This cap applies only to Service Fees. It must not be read as redefining the accounting treatment of an available balance, Escrow principal, payout, refund, or withdrawal request, each of which remains governed by the applicable Order and financial records and mandatory law.

18.3 To the maximum extent permitted by applicable law, the Company excludes liability for indirect, incidental, special, exemplary, punitive, and consequential damages, and for lost profits, lost revenue, lost data, and loss of Digital Assets.

18.4 Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud or wilful misconduct. The limitations in this Section apply only to the extent permitted by applicable law.

19. Indemnification

19.1 Subject to applicable law, you agree to indemnify and hold harmless the Company from claims, losses, and expenses arising from your breach of these Terms, your violation of applicable law, or your use of the Interface, except to the extent caused by the Company's own fraud or wilful misconduct or as otherwise limited by applicable law.

20. User Tax Responsibility

20.1 Each User is solely responsible for identifying, reporting, declaring, withholding, and paying taxes, duties, or similar governmental charges arising from that User's activity, earnings, or Digital Asset transactions. The Company does not provide tax advice and is not responsible for a User's personal tax obligations.

20.2 The Company may collect, withhold, report, or remit taxes where applicable law expressly requires it. Nothing in these Terms states or implies that Users or the Company are universally exempt from tax, VAT, or similar obligations in any jurisdiction.

21. Force Majeure

21.1 The Company is not liable for a failure or delay caused by events beyond its reasonable control, including natural disasters, war, civil unrest, sanctions, government actions, Internet/DNS/ISP failures, cloud or database provider failures, blockchain/RPC failures where applicable, widespread cyber attacks, or comparable force majeure, subject to mandatory law.

22. Governing Law and Dispute Resolution (Legal)

22.1 This Section governs Legal Disputes between a User and the Company concerning these Terms. It is distinct from, and must not be conflated with, Product Dispute Resolution under Section 9.

22.2 Governing law: these Terms are governed by the laws of the Republic of Panama, without regard to conflict-of-laws principles.

22.3 Informal resolution: before commencing Legal Arbitration, the parties will attempt in good faith to resolve any Legal Dispute through informal negotiation and, where appropriate, conciliation.

22.4 Legal Arbitration: any Legal Dispute not resolved informally will be finally resolved by arbitration ("Legal Arbitration") administered by the Centro de Conciliación y Arbitraje de Panamá ("CeCAP"), seated in Panama City, Republic of Panama, before one arbitrator (unless mandatory rules require otherwise), conducted in the English language. The arbitral award will be final and binding, subject to mandatory applicable law and any available statutory annulment or enforcement procedure.

22.5 Interim relief. Either party may seek urgent interim or injunctive relief from a competent court where necessary to protect its rights, evidence, security, or the operation of the Platform, notwithstanding the Legal Arbitration agreement in Section 22.4.

22.6 Nothing in this Section affects mandatory consumer rights or other non-waivable statutory rights available to a User under applicable law.

23. Entire Agreement

23.1 These Terms, together with the Privacy & Cookie Policy, the Risk, Security & Non-Custodial Disclosure, and the AML/KYC & Restricted Use Notice, constitute the entire agreement between a User and the Company regarding the Interface, and supersede any prior agreements or understandings, whether written or oral, on that subject.

24. Severability

24.1 If any provision of these Terms is held invalid or unenforceable under applicable law, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

25. Assignment

25.1 The Company may assign these Terms, in whole or in part, without a User's consent, in connection with a merger, acquisition, restructuring, sale of business, or corporate reorganization.

25.2 A User may not assign these Terms, in whole or in part, without the Company's prior written consent.

26. Waiver

26.1 No failure or delay by the Company in exercising a right under these Terms operates as a waiver of that right, and no single or partial exercise of a right precludes any other or further exercise of that or any other right.

27. Survival

27.1 Provisions that by their nature should survive termination of these Terms survive termination, including those relating to: liability; Legal Dispute resolution and Legal Arbitration; taxes; intellectual property; sanctions; AML/KYC; confidentiality; and indemnification.

28. Electronic Communications

28.1 By using the Interface, you agree to receive legal notices, disclosures, and other communications from the Company electronically, including through the Interface or to an email address you provide. Electronic communications satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law.

29. Amendments

29.1 The Company may amend these Terms from time to time. Material changes will be notified through the Interface with a revised "Last updated" date. Continued use of the Interface after an amendment takes effect constitutes acceptance of the amended Terms, to the extent permitted by applicable law.

30. Termination

30.1 A User may stop using the Interface at any time. The Company may suspend or terminate access as described in Section 16. Termination does not cancel accrued obligations, an existing Order, Escrow, pending dispute, withdrawal request, audit record, or a blockchain transaction already submitted or confirmed.

31. Contact

31.1 Questions regarding these Terms may be sent to support@fwork.club, the Company’s current operational contact, which also serves as the contact for legal and privacy matters.

32. Entity Information (placeholders pending confirmation)

Trading name / brand: Freelance Club
Domain: fwork.club
Contact: support@fwork.club