TERMS OF
SERVICE
Last Updated [7 March
2023]
HENA Market Place W.L.L
and its affiliates and subsidiaries (collectively, “HENA”, “we”, “us” or “our”), owns and operates the HENA freelance marketplace
website at www.hena.work and its related sub-domains, sites, and
applications (together, the “Platform”).
The Platform is intended
to connect freelancers i.e. registered users selling services (‘Freelancers”) with clients i.e. registered users who wish to
purchase services (“Clients”) across the MENA region (reference to ‘MENA
region’ shall be interpreted to mean all Gulf Cooperation Council States, Egypt, Jordan and Lebanon).
By [clicking “Sign up”,
“Create account” or similar] you (“user” or “you”) agree to be bound by the these terms of service
(the “Terms of Service”) and you agree that by [signing up, creating an
account or otherwise registering with us on our Platform signifies that you have read, understood, and agree to
be bound by these Terms of Service.
If you do not agree to
these Terms of Service, you must not use our Platform.
We may, in our sole
discretion, revise or amend the Terms of Service from time to time without notice to you (unless advance notice
is required by applicable law). Any such revisions or amendments will take effect once they have been displayed
on the Platform. You acknowledge and agree that it is your responsibility to review the Terms of Service
periodically to familiarise yourself with any modifications. Your continued use of our Platform following any
amendments shall be construed as acceptance of those revisions and amendments.
These Terms of Service
apply regardless of how you access and use the Platform, including any technologies or devices by which the
Platform is made available to you.
- REGISTRATION AND ACCOUNT OBLIGATIONS
- In order to access the Platform, you will
be required to register and create an account (“Account”) by
providing the required information and complying with the relevant verification processes. You agree that
you will not: (a) create an Account using a false identity or information that is not your own; (b) adopt a
username that we, in our sole discretion, deem offensive; (c) have more than one Account; or (d) create an
Account if we have previously deleted your Account for any reason whatsoever.
- You agree and acknowledge that any
information provided by you to us or registered with us will be complete and accurate. You are responsible
to promptly update details of your Account to ensure that they are at all times considered true, accurate,
curren>t and complete.
- You are responsible for maintaining the
confidentiality of your Account, password, user identification codes and any other piece of information as
part of our security procedures. You may not share your password or other account access information with
any other party, temporarily or permanently, and you shall be responsible for all users of your Account,
password, user identification codes and any other information, whether or not such users were authorised by
you. You undertake to immediately notify HENA of any unauthorised use of your Account or any other security
breach.
- You agree to accept responsibility for all
activities that occur under your Account with us. If someone other than yourself uses the Platform with your
login information you will be held accountable for all actions made in your name.
- You may not, at any point in time, use any
other person’s Account. You agree to reimburse HENA in full for any costs, expenses and damages caused by
improper, unauthorised or illegal use of our Platform by you.
- We at all times reserve
the right in our sole discretion to reject your application to register an account, restrict your access or
indefinitely block and/or terminate your Account without any liability if: (a) you provide any information
that is untrue, inaccurate, not current or incomplete or if suspect in our sole discretion that such
information is untrue, inaccurate, not current or incomplete, (b) we are unable to verify or authenticate
any information you provide us, (c) you are in breach of the Terms of Service, (d) we have previously
deleted your Account for any reason whatsoever and/or (e) we in our sole discretion are of the view that
your actions may cause loss or liability to us or other users.
- PROHIBITED USES OF THE
PLATFORM
- You may only use the Platform for
lawful purposes in accordance with these Terms of Service.
- You agree not to use the
Platform: for any purpose other than the purpose for
which we make it available to you and you may not use it in a way that infringes the rights of anyone else
or that restricts or inhibits anyone else's enjoyment of the Platform; in any way that violates any
applicable
federal, local or international law or regulation (including without limitation any laws regarding the
export of data or software between countries);to transmit, or procure the sending of,
any advertising or promotional material, including any junk mail, chain letter or spam or any other similar
solicitation; to impersonate or attempt to impersonate
HENA, a HENA employee, another user or any other person or entity (including, without limitation, by using
e-mail addresses or screen names associated with any of the foregoing); to engage in any other conduct that
restricts or inhibits anyone’s use or enjoyment of the Platform or, as determined by us, may harm HENA or
users of the Platform or expose them to liability; use the Platform in any manner that could
disable, overburden, damage or impair the Platform or interfere with any other party’s use of the Platform,
including their ability to engage in real time activities through the Platform; use any robot, spider or
other automatic
device, process or means to access the Platform for any purpose, including monitoring or copying any of the
material on the Platform; use any manual process to monitor or copy
any of the material on the Platform or for any other unauthorised purpose without our prior written
consent; use any device, software or routine that
interferes with the proper working of the Platform; introduce any viruses, trojan horses,
worms, logic bombs or other material that is malicious or technologically harmful; attack the Platform via a
denial-of-service attack or a distributed denial-of-service attack; use the Platform in order to
transmit,
post, distribute, store, or destroy material, including without limitation, HENA content, (a) in violation
of any applicable law or regulation, (b) in a manner that will infringe the copyright, trademark, trade
secret, or other intellectual property rights of others or violate the privacy, publicity, or other personal
rights of others, or (c) that is defamatory, obscene, threatening, abusive, or hateful; to gain unauthorised
access to any portion
or feature of the Platform, the server on which the Platform is stored or any server, computer or database
connected to the Platform, or any other systems or networks connected to the Platform, or to any of the
services offered on or through the Platform, by hacking, password "mining" or any other illegitimate
means; for the purpose using any device, software
or routine to interfere or attempt to interfere with the proper working of the Platform or any transaction
being conducted on Platform or with any other person’s use of the Platform; and/or otherwise
attempt to interfere with
the proper working of the Platform.
- REPRESENTATIONS AND WARRANTIES
- You represent and warrant
that: To the extent applicable to you, you
operate a lawful business in accordance with all applicable laws and regulations; you are at least 18 years old
(or the age
of majority in your country if the age of majority in your country is over 18); you will use the Platform in a
manner
consistent with these Terms of Service and all applicable laws and regulations; your use of the Platform will
not infringe
or misappropriate the intellectual property rights of HENA, any user or any other third party; your acceptance
of these Terms of Service
and use of the Platform will not violate any applicable laws and regulations; to the extent applicable to
you, you have
all the necessary rights, licenses and approvals to provide and manage your content on the Platform;
and if applicable your employees or other
persons authorised by you who have been provided access to your Account to undertake any actions within the
Platform have been duly authorised by you to do so.
- YOUR OBLIGATIONS AS A CLIENT
As a Client you
acknowledge and agree that: you will only use the Platform to identify
suitable Freelancers on remote work basis for your projects (whether part-time jobs, jobs with flexible
schedules, and/or one-off projects) (“ Projects”)
through appropriate use of the Platform; you will not post Projects or any content
on the Platform that contains hyperlinks, "hidden" keywords, or keywords that are irrelevant to the
Project
or are otherwise misleading; you shall be fully responsible for all
activity (including the activities of any other authorised users of your Account such as your employees)
on
the Platform, and any breach of these Terms of Service by you or authorised users of your Account; it
will promptly notify HENA in the event
you become aware of any violation of these Terms of Service by you or any of your employees, or other
authorised users of your Account; your account may be subject to
verification by HENA, including but not limited to validation against third-party databases or the
verification of one or more official government or legal documents that confirm the legitimacy and
ownership
of your business and your location. When requested, you shall promptly provide HENA with complete
information about your business and other reasonable requests HENA makes as part of this verification
process. HENA reserves the right to suspend your Account until the verification is successfully
completed to
HENA’s satisfaction. In the event HENA is unable to complete such verification it may terminate your
Account, including any ongoing Projects in accordance with section 1.6 above; we are under no
obligation whatsoever to
find suitable Freelancers for any of your Projects. It is your responsibility to find and consider the
suitability of Freelancers on the Platform through appropriate use of our Platform’s search and
filtering
options and features. Notwithstanding the aforementioned, we may recommend Freelancers to you by using
data
collected through the Platform. You further agree and acknowledge that any such recommendations are
presented to you without warranty or representation regarding the relevant Freelancer, their skills,
qualifications or their suitability for any Project; while reasonable efforts to verify
Freelancers are made by HENA in good faith with respect to background checks, it is ultimately your
responsibility to conduct any background checks, reference checks, or other due diligence that you may
require before deciding to engage a Freelancer for a Project; HENA is not responsible and provides
no
warranty in relation to the qualification, content, quality or the level of service provided by any of
the
Freelancers (even if any such Freelancers are promoted on the Platform). HENA assumes no responsibility
and
disclaims all liability for the content, accuracy, completeness, legality, reliability or availability
of
any such Freelancers recommended by HENA on the Platform; and you will provide clear, detailed and
honest feedback on the Freelancers that you have engaged with.
- YOUR OBLIGATIONS AS A
FREELANCER
As a Freelancer you
acknowledge and agree that: you will only use the Platform to offer
your professional services (the “ Services”)
and/or apply for suitable Projects; you have all the requisite skills, experience, qualifications and
knowledge to provide
the Services you offer or the Projects you bid for; you will provide the Services and or
deliverables pursuant to a Project to Clients in a professional and work-like manner, specifically you
will
ensure that all deliverables are error free, fully address each of the Client’s defined requirements and
are
a complete set of deliverables as defined or as agreed with the Client; your Account may be subject to
verification by HENA, including but not limited to validation against third-party databases or the
verification of one or more official government or legal documents that confirm the legitimacy and
ownership
of your business and your location. When requested, you shall promptly provide HENA with complete
information about your business and other reasonable requests HENA makes as part of this verification
process. HENA reserves the right to suspend your account until the verification is successfully
completed to
HENA’s satisfaction. In the event HENA is unable to complete such verification it may terminate your
Account, including any ongoing Projects in accordance with section 1.6 above; that HENA may use data
collected through
the Platform to generate Project recommendations. You acknowledge that we cannot confirm the accuracy of
any
such Projects, and that HENA assumes no responsibility and disclaims all liability for the content,
accuracy, completeness, legality, reliability or availability of any such Projects that may be promoted
or
recommended by HENA on the Platform; that HENA has no responsibility for
expired Project listings or for delivering your bid submissions (if any) prior to a Project listing’s
expiration; late, non-delivery and negative feedback
from Clients will negatively affect your rankings on the Platform; that HENA may, in its sole
discretion,
permit an unlimited amount of other Freelancers access to the Platform with the same or similar skills,
experience, and service offerings, including freelancers that provide the same or similar services as
you;
- HENA reserves the right to suspend and/or
terminate your Account at any time if HENA believes, in its sole discretion, that you are unable to maintain
a high quality service, experience a severe drop in ratings, receive a large number of negative reviews, or
stop delivering on time; and you will provide clear, detailed and honest feedback on the
Freelancers that you engage with.
- PLATFORM SUBSCRIPTION PLANS AND
FEES
- We offer two types of subscription plans
for the Platform: the Basic Plan and the Premium Plan (together referred to as “Subscription
Plans”).
- The features made available under each the
Subscription Plans differ depending on whether you are a Freelancer or a Client. For further details and
benefits of each plan please visit www.hena.work.
- Our Basic Plan is provided to
you free of charge, however should you opt for the Premium Plan you will be charged a subscription fee
is yet to be confirmed per annum (“Subscription
Fee”) (exclusive of any Value Added Tax (VAT) which if
applicable, will be payable in addition to the Subscription Fee).
- We reserve the right to amend the
Subscription Fee, the features or options of each Subscription Plan (including the right to charge a
Subscription Fee for the Basic Plan) in our sole discretion. Any such changes will be effective once they
have been published on the Platform.
- Any payment details provided by you as
part of your subscription to our Premium Subscription Plan will be provided directly to our third-party
payment processor via a secured connection. We do not store your credit or debit card information which is
collected by our third-party payment processor through the Platform.
- Unless otherwise cancelled, you will
automatically be charged the Subscription Fee and any applicable VAT through your provided payment method at
the start of each subscription period (i.e. the immediate day following the expiry of your current
Subscription Plan). We will provide you with your billing information in a format chosen by us, which may
change from time to time. To avoid future charges, you must cancel your subscription plan prior to its
expiry in accordance with section 7 below.
- You will be charged in USD (United States
Dollars). If you are making a payment with a different currency, your payment will be converted to USD at a
foreign exchange rate determined by an official institution. We are not responsible and shall not compensate
you for any loss occurred due to any currency rate fluctuations. HENA gives no warranties or representations
whatsoever in relation to the exchange rates it provides for any transaction and is under no obligation to
provide the best or most competitive exchange rates available.
- If there is a change or you wish to update
your payment method, you must update your payment information on our Platform to avoid suspension or
termination of your Premium Plan subscription.
- CANCELLATOIN OF SUBSCRIPTION
PLAN
- You are solely responsible for and in
control of cancelling your Premium Plan subscription. You can cancel your Premium Plan at any time by
visiting the ‘Billing’ section on the Platform.
- If you cancel your Premium
Plan subscription, previous Subscription Fee charges will not be refunded, but you may continue to enjoy the
benefits offered under the Premium Plan until the end of the term is paid for. For the avoidance of doubt,
note that: the Freelancer’s failure to receive any Projects during the Subscription Period; and the Client’s
failure to find any suitable
Freelancers on our Platform during the Subscription Period, shall not entitle the
Freelancer or Client to a refund of the Subscription Fee.
- In the event that we suspend or terminate
your Account for any reason whatsoever (reference is specifically made to section 23 of these Terms), you
will NOT be refunded any portion of the Subscription Fee.
- The Client and Freelancer create a
direct service contract through the Platform between themselves in relation to a Project and/or a Service
(the “Service Contract”). HENA is not party to any Service Contract.
- The Client and Freelancer decide on the
price and determine the terms and conditions of the Service Contract, including the deliverables and any
other specific requirements.
- Subject to this being varied as part of
the Service Contract, ownership in and to any materials and or deliverables arising from a Service Contract
and any intellectual property rights therein, will be assigned to the Client upon successful payment to the
Freelancer. If the Client and Freelancer wish to include any special terms of the contract (for example, in
relation to the ownership of the work produced, ownership of intellectual property rights or special rights
of termination), the Client and Freelancer should negotiate and document these terms on the Platform.
- Subject to variation in the Service
Contract, the terms and conditions of Service Contract shall be deemed to incorporate a term that in
consideration of the fee paid, the Freelancer thereby assigns to the Client absolutely with full title
guarantee the following rights throughout the world:
- the entire copyright and all other rights
in the nature of copyright subsisting in the relevant Service Contract; and
- any database right subsisting in the
relevant Service Contract; and
- all other rights in the Service Contract
of whatever nature, whether now known or created in the future, to which the Freelancer is now, or at any
time after the date of Commencement of the Service Contract may be, entitled by virtue of the laws in force
in the Kingdom of Bahrain and in any other part of the world,
In each case for the whole
term including any renewals, reversions, revivals and extensions and together with all related rights and powers
arising or accrued, including the right to bring, make, oppose, defend, appeal and obtain relief (and to retain
any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of
any of these assigned rights, whether occurring before, on, or after the date of commencement of the Service
Contract.
- COMMUNICATING THROUGH THE PLATFORM AND
NON--SOLICITATION
- You agree that at all times you (a) will
use the Platform as the sole manner to communicate with other users; (b) will not provide your contact
information (including without limitation, phone number, e-mail address or physical address (“Contact Information”)) to any other user that you identified or were identified by
through the Platform; (c) will not communicate or attempt to communicate with, solicit, contact, or find the
contact information of a user outside of the Platform; (d) will not ask for, provide, or attempt to identify
through public means the contact information of another user; and (e) will not include your Contact
Information or means by which your Contact Information could be discovered in any profile, proposal, job
posting, invitation, or pre-hire communication through the Platform’s communications services (including in
each case in any attached file), except as otherwise provided on the Platform.
- During any time in which you
are accessing or using the Platform and for a period of one (1) year immediately following the termination
or suspension of your Account for any reason whatsoever, you agree not to directly or indirectly, for your
own account or for the account any other person or entity, hire, engage, solicit or accept orders from, or
provide services similar to any user which you were introduced to or exposed to through the Platform,
regardless of whether a Service Contract was concluded.
- COMMISSIONS UNDER SERVICE
CONTRACTS
- The Client agrees to place a valid payment
method on file and gives authorization to HENA to charge it repeatedly per these Terms of
Service.
- The Client must in addition to the price
agreed under a Service Contract pay HENA a commission fee of five percent (5%) calculated on the total price
payable under any Service Contract.
- A commission rate of ten percent (10%)
will be charged to the Freelancer calculated on the total payments received under any Service Contract. The
commission will be deducted prior to any funds being released to you by HENA.
- If you are on a Basic Plan, in addition to
the commission fees set out above, a minimum commission fee of $0.750 shall be charged and payable by the
Client and the Freelancer on each Service Contract, irrespective of the value or price agreed under the
relevant Service Contract.
- HENA reserves the right at any time to
change the commission fees (as set out above) or add additional charges in its sole discretion. Any such
changes will be effective once they have been published on the Platform and will only apply to Service
Contracts that are concluded after the date of any such publication.
- PRICE AND PAYMENTS UNDER SERVICE
CONTRACTS
- The price payable under a
Service Contract may be based on fixed price, per hour rate or a combination of both.
- All payments between the Client and
Freelancer must be processed through the Platform, both for work sourced on the Platform and for any
subsequent work between the Client and Freelancer, either for the same or another Project and/or
Service.
- Payment (or attempt of) outside of the
Platform is a material breach of these Terms of Service unless the prior express written consent of HENA has
been obtained. Such payment (or attempt of) will lead to temporary and/or permanent suspension of the Client
and/ or Freelancer's Account. The Freelancer will be liable for any loss of business and legal expenses that
HENA may incur in recovering it. HENA reserves the right to sanction funds held in the Freelancer's Account
in order to recover lost fees. Moreover, HENA will not mediate any disputes or be liable to either the
Client or Freelancer's loss of business as a result of violation of this section. Users must report attempts
or offers to make payment outside of the Platform by their Client or Freelancer to HENA immediately.
- Fixed Price Service
Agreements:
- the Client must pay the full price
plus
the applicable commission fee to HENA to be held by HENA on behalf of the Freelancer;
- the Client will need to provide their
requirements (as specified in the Service Contract) on the Platform so that the Freelancer can get
started;
- once the requirements are provided the
Freelancer must:
- respond to the Client through the
Platform
within three (3) days to confirm work has started otherwise the Client may request and will be entitled
to a
refund in accordance with Section 12 below;
- provide regular progress updates
through
the Platform and respond within three (3) days to all messages from the Client;
- complete the Project or Service within
the
delivery timescales indicated in their Service Contract including handover of all deliverables through
the
Platform. Failing to deliver within those timescales may mean the Client requests and is entitled to a
refund in accordance with Section 13 below;
- once the Service Contract is completed
the
Freelancer will raise an invoice on the Platform and:
- the Client is then able to confirm
receipt
of the deliverables and leave feedback for the Freelancer, upon which the funds held by HENA will be
automatically released to the Freelancer as payment (minus applicable commission fees and any applicable
VAT); or
- alternatively, if the Client is not
satisfied with the deliverables they can reject the invoice and provide the Freelancer with detailed
feedback on what work remains outstanding. The Freelancer must provide, and be given the chance to
respond
and provide at least two revisions of the deliverables based on detailed feedback from the Client within
seven (7) days. If the Client continues to reject or fails to accept the deliverables, the Freelancer
must
submit a dispute specifically identifying the details of the work that should be paid in accordance with
Section 13;
- if the Client does not either i) leave
feedback for the Freelancer, nor ii) reject the invoice, the funds held by HENA will be automatically
released on their behalf to the Freelancer as payment after seven (7) days.
- once the funds held by HENA are
released
to the Freelancer in accordance with the above provisions, HENA and the Freelancer will be entitled to
assume that the Client is satisfied with the deliverables and does not have a dispute of any kind in
relation to the Service Contract. The Client agrees that they will not file a dispute or seek to reverse
payment through their credit card provider, bank or PayPal.
- Per hour Service Contracts:
- a Freelancer's payment for a per hour
Service Contract is based on the per hour rate as stated on the Freelancer’s profile at the time the
Service
Contract is concluded. The Client agrees to pay the Freelancer based on the time spent, not on the real
or
perceived quality of any deliverables provided;
- every seven (7)
days an invoice will be automatically raised by the system on behalf of the Freelancer according to the
number of hours tracked by the Freelancer during the last seven (7)
days and the per hour rate of the Service Contract;
- the Client can pay the invoice
manually
within three (3) days of the invoice being raised. If not paid manually by the
Client
within three (3) days and provided that the Client has not raised a dispute in
accordance with Section 13 below, the invoice will be automatically paid by the system charging one of
the
payment methods of the Client on file at any time;
- if an invoice is rejected, the Client
must
provide detailed reasons for such rejection. The Freelancer must provide, and be given the chance
to
respond within three (3) days. If the Client fails to accept and pay the invoice, the
Freelancer
must submit a dispute specifically identifying the details of the work that should be paid in accordance
with Section 13.
- The Client understands and
agrees that once the amounts payable to the Freelancer under a Service Contract are released to the
Freelancer, any such amounts may not under any circumstances be refunded to the Client unless; the
Freelancer cancels the Service
Contract or accepts Client’s request to cancel the Service Contract; the Client and Freelancer agree to
close
the Service Contract without release of funds; or the refund is necessary pursuant to the issuance of an
order of a court,
in part, to the extent required by the order.
- The Client is entitled to receive a refund
of funds held by HENA under the following circumstances:
- no response: the Freelancer has not responded on the Platform within seven
(7)
days of the commencement of the Service Contract;
- non-delivery: the agreed scope of work
was
not delivered within the agreed timescales under a Service Contract with a fixed price; for per hour
Service Contracts, no time
has been spent; and/or
- poor quality: with the exception of
per
hour rate projects, the deliverables provided by the Freelancer do not meet the terms of the Service
Contract.
- All communication and payments between the
Client and Freelancer must go via the Platform to keep both parties protected in case of a dispute.
- We encourage the Clients and Freelancers
to try and resolve any disagreements between themselves through the available channels on the
Platform
- A dispute can be raised by a Client by
rejecting an invoice or by the Freelancer by sending an email to support@hena.work.
- We will aim to make a resolution decision
on behalf of both parties within fourteen
(14) working days. If a mutual resolution has already
been agreed between both parties on the Platform, then the dispute will either be cancelled or resolved in
line with the mutual agreement.
- In the event of having to make a
resolution decision, HENA will use only the communication and deliverables on the Platform as sole evidence,
and consider:
- if both parties are acting in good faith
and have tried to resolve the issue between themselves before contacting us, including at least a second
attempt made between both parties to complete or rectify the issue;
- for Disputes concerning the quality of the
work delivered: HENA will consider whether the Freelancer has met general quality standards as defined in
Section 5. Assessments on quality based on perceived taste or requiring specialist technical or subject
matter expertise, will not form part of the resolution decision; and
- if the Client and Freelancer have
complied
with these Terms of Service.
- Any disputed funds shall be dealt with
in
accordance with the resolution decision and these Terms of Service. Our involvement with the dispute
ends
once the resolution in relation to the Dispute has been communicated.
- Users agree and accept that any payments
and/or other actions made by HENA in accordance with the resolution decision of a dispute are made in good
faith and users shall have no cause of action against HENA (whether in contract, tort or otherwise) in
respect of the resolution decision or any such actions or payments made pursuant to it.
- Users agree and accept that they have no
right to seek to hold HENA liable for a Client or Freelancer’s alleged actions or failures, and under no
circumstances will HENA, its officers, directors, employees, agents, subsidiaries, affiliates and/or
partners be held liable for any such actions or failures.
- RELATIONSHIP BETWEEN CLIENT AND
FREELANCER
- The Client agrees and acknowledges that
the Client shall treat the Freelancer as an independent contractor and that the Client is solely responsible
for and assumes all liability for any classification of any Freelancer as an employee of the Client. The
Client agrees and acknowledges that HENA has no control, supervision, direction, decision-making authority,
whether directly nor indirectly, over the Freelancer, other than the Freelancer’s access and use of the
Platform. The Client agrees and acknowledges that the Freelancers are not employees, independent contractors
or agents of HENA.
- The Service Contract is a contractual
relationship directly between the Client and Freelancer. HENA is not responsible for and is not a party to
any such contract and under no circumstances will any such contract create any service relationship or
similar between HENA and any user.
- The Freelancer and Client are responsible
for determining the manner and methodology for performing the services under a Service Contract. The
Freelancer and Client are responsible for determining length of projects and any project scheduling, and the
fees payable under the relevant Service Contract. The Freelancer shall be responsible for equipment,
supplies, materials, facilities or any other items necessary to perform its services to Clients under a
Service Contract. Alternatively, equipment, supplies, facilities or any other items necessary for use in and
for the purpose of performing the Service Contract shall be between Freelancer and Client.
- In addition to the above, the Client
and
Freelancer agree to indemnify, hold harmless and defend HENA from any and all claims, demands, causes of
action, losses, damages, liabilities, costs, and expenses, including attorneys’ fees, arising out of or
related to their engagement with one another, including but not limited to any breach of any of either
party’s representations and warranties, or from damage or destruction of any work or properties,
attributable to or resulting from the Freelancer’s engagement with the Client.
- Notwithstanding the generality of
section
14.4 above, the Client and Freelancer agree to indemnify, hold harmless and defend HENA from any and
all
claims demands, causes of action, losses, damages, liabilities, costs, and expenses, including
attorneys’
fees, arising out of or related to their engagement, including but not limited to any claim relating to
the
reclassification of a Freelancer as an independent contractor and/or any employment-related claims
(including that HENA was an employer or joint employer of a Freelancer). The Client and Freelancer
acknowledge that HENA does not, in any way, supervise, direct, or control the manner, means, or
conditions
of any work or services performed.
- INTELLECTUAL PROPERTY RIGHTS
- The Platform and the materials on the
Platform, including without limitation, the text, software, scripts, graphics, photos, sounds, music,
videos, interactive features and the like ("Materials") and
the trademarks, service marks and logos contained therein ("Marks"), are
owned by or licensed to HENA, and are subject to copyright and other intellectual property rights under
Bahrain and foreign laws and international conventions.
- In connection with the services, the
Platform may display certain content belonging to third parties. Use of this content may be subject to a
license granted by third parties to HENA. You shall not, in any event reverse engineer, decompile, or
disassemble such content and nothing herein shall be construed to grant you any right in relation to such
content. Materials on the Platform are provided to you AS IS for your information and personal use only and
may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or
otherwise exploited for any other purposes whatsoever without the prior written consent of the respective
owners.
- Content displayed on or through the
provision of the services are protected by copyright as a collective work and/or compilation, pursuant to
copyrights laws, other laws, and international conventions. Any reproduction, modification, creation of
derivative works from or redistribution of the Platform, the Marks, the Materials, or the collective work or
compilation is expressly prohibited. Copying or reproducing the Platform, the Marks, the Materials, or any
portion thereof for further reproduction or redistribution is expressly prohibited.
- HENA reserves all rights not expressly
granted herein to the Platform. You agree not to sell or modify the Materials or reproduce, display,
distribute, or otherwise use the Marks or the Materials in any way for any public or commercial purpose, in
connection with products or services that are not those of HENA, in any other manner that is likely to cause
confusion among consumers, that disparages or discredits HENA or its licensors, that dilutes the strength of
HENA’s Marks, or that otherwise infringes HENA’s intellectual property rights. You further agree not to
misuse in any other way any the Materials or Marks. The use of the Materials or Marks on any other website
or in a networked computer environment for any purpose is prohibited. Any code that HENA creates to generate
or display any HENA content is also protected by HENA’s copyright, and you may not copy or adapt such
code.
- If you believe that your intellectual
property is being used on the Platform in a way that constitutes copyright infringement, we encourage you to
contact us as set out under the section entitled “Contact Us”.
- You acknowledge that your use of the
Platform is subject to our Privacy Notice and Cookies Policy.
- By proceeding to use the
Platform, you consent that HENA may process the personal data (including any sensitive personal data) that
HENA collects in accordance with the Privacy Notice and Cookies Policy.
- Your privacy and personal
information are important to us. Any personal information that you provide to us will be dealt with in line
with our Privacy Notice and Cookies Policy, which explain (as applicable) what personal information we
collect from you, how and why we collect, store, use and share such information, your rights in relation to
your personal information and how to contact us and supervisory authorities if you have a query or complaint
about the use of your personal information.
- Any data that you submit, posts,
publishes, displays or makes available on or through our Platform, or otherwise provides to HENA, is called
“User Content”. HENA may review and remove any User Content that, in its sole
judgment, violates these Terms, violates applicable laws, rules, or regulations, is abusive, disruptive,
offensive, or illegal, or violates the rights of, or harms, or threatens the safety of, HENA or the users.
HENA may take any action with respect to User Content that it deems necessary or appropriate in its sole
discretion if it believes that such User Content could create liability for HENA, damage HENA’s brand or
public image, or cause HENA to lose (in whole or in part) the services of its Internet Service Providers or
other suppliers.
- HENA does not represent or guarantee the
truthfulness, accuracy, or reliability of User Content or any other communications posted by users or
endorse any opinions expressed by users. You acknowledge that any reliance on material posted by other users
will be at your own risk.
- You understand and agree that HENA will
not be liable for any treatment of User Content generated by you as confidential, and waive all rights with
respect to any such claims of confidentiality. You must not use the Services if you do not agree that User
Content generated by you will be considered public and will not be considered confidential.
- We will not include User
Content in advertisements for the products and services of third parties to others without your separate
consent (including sponsored content). Notwithstanding the aforementioned, we have the right, without any
payment to you or others, to serve ads near the User Content.
- Our Platform may contain “Partner
Content”. “Partner Content” means any information, product description, data, content, and other materials
(including page headers, images, text, illustrations, formats, logos, hashtags, designs, icons, photographs,
software programs, music clips or downloads, video clips, and written and other material) (together the
“Adverts”) made, compiled, developed or managed by our partners accessible
through our Platform.
- By accessing the Platform, you acknowledge
and agree that the Partner Content is not created by us and provided AS IS. The provision of Partner Content
does not constitute a recommendation by or solicitation by us to purchase any product or make any other type
of decision in respect of that Partner Content.
- Except where otherwise
specified on this Platform, the Adverts on this Platform are displayed for promotional purposes and/or to
provide our services on the Platform. Before you act in reliance of any of the Adverts, you should confirm
any facts that are important to your decision. We do not accept any liability as to the reliability,
accuracy, timeliness, usefulness, or completeness of any Adverts.
- Third Party Applications. The use of any third party application is subject to any terms and
conditions provided with such third party application and is not governed by us. The use of third party
applications is solely your responsibility since HENA does not govern the use of such third party
applications. HENA is not responsible for any third party applications and you acknowledge that such
applications may be modified or removed by their original publisher and/or respective rights owner at any
time. You assume all responsibility and risk of use of any third party applications (including any content
therein) and HENA hereby disclaims any and all liability to you or any third party related thereto.
- General. You are solely responsible for any equipment, devices, hardware,
cabling, materials, services, support, products, applications or licensed software supplied by parties other
than HENA that you use in conjunction with the Platform. HENA shall not be directly or indirectly
responsible or liable for any damage or loss caused or alleged to be caused by or in connection with use of
or reliance on any equipment, devices, hardware, cabling, materials, services, support, products,
applications or licensed software supplied by parties other than HENA.
- External
Websites. HENA may provide access to third party
content and links. You understand and agree that we are only acting as a conduit and that we have no
liability related to the third-party, whether arising under the laws of copyright, libel, privacy, or
obscenity. HENA shall not be responsible for the contents of any linked website, or any changes or updates
to such sites. You agree that HENA shall not be directly or indirectly responsible or liable for any damage
or loss caused or alleged to be caused by or in connection with your use of or reliance on any content,
goods or services available on or through any such linked website.
- To offer a reliable and enjoyable service
we need to fix bugs, install updates and perform general diagnosis and maintenance. We cannot warrant that
the Platform and our services will always be uninterrupted, problem-free, free of omission, or error-free.
To the extent permitted by applicable law, content and function of the Platform, and our services, are
provided on an "as is" basis without warranties of any kind, whether expressed or implied.
- Information obtained on the
Platform may not always be accurate. We use other providers to provide data on which we base the information
detailed on the Platform. We try to make sure that the data is correct and up to-date together with our
partners (as applicable), but we cannot guarantee that it will always be.
- To the maximum extent
permissible by applicable law, we, our subsidiaries, affiliates, and their respective suppliers, and any of
their owners, officers, directors, managers, members, agents, and employees:
- shall not be responsible for any
infringement or transaction dispute, including, but not limited to, transaction disputes about quality,
safety, breach of warranty, and the payment by you;
- are not liable for any direct, indirect,
punitive, incidental, special, or consequential damages or loss (including, without limitation, incidental
and consequential damages, loss of revenue or anticipated profits, loss of goodwill, loss of business or
damages resulting from lost data or business interruption) arising out of, or in a way connected with the
use or inability to use the Platform and the our services, whether based on warranty, contract, tort
(including negligence), or any other legal theory, and whether or not we advised of the possibility of such
damages;
- exclude any and all liability for damages
caused by, any problems or technical malfunction of any computer online systems, servers or providers,
computer equipment, software, failure of any communications due to technical problems or traffic congestion
on the internet or on the Platform or combination thereof, including any injury or damage to any users or to
any person’s computer related to or resulting from use of the Platform; and
- expressly disclaim all warranties and
conditions of any kind, whether express or implied, including, but not limited to the implied warranties and
conditions of merchantability, fitness for a particular purpose and non-infringement.
- Nothing in these Terms of Service shall
limit or exclude our liability (i) for death or personal injury caused by our negligence or (ii) fraudulent
misrepresentation, or (iii) any other liability which cannot be excluded or limited under applicable
law.
- You agree to defend, indemnify and hold
harmless HENA and its affiliates and subsidiaries, and its officers, directors, shareholders, successors,
assigns, agents, service providers, suppliers and employees, from and against any and all claims, damages,
obligations, losses (whether direct, indirect or consequential), liabilities, costs or debt, and expenses
(including but not limited to attorneys' fees) arising from: (i) your breach of any provision of these
Terms; (ii) your breach of any third party right, including without limitation any copyright, trademark,
trade secret or other property, or privacy right; (iii) your use of the Platform or the Service, or (iv) any
claim that the our services, the Platform or its content caused damage to you or a third party. This defence
and indemnification obligation will survive termination, modification or expiration of your use of our
services and the Platform.
- To the extent applicable, the
Freelancer agrees to report and pay any contributions for self-employment taxes, unemployment insurance,
social security and other contributions payable by the Freelancer by law, and to defend, indemnify and hold
harmless HENA, including its agents, affiliates, managers, members, principals, officers, directors,
shareholders, successors and assigns, in any action, and for any damages, which may arise out of the
Freelancer’s failure to report and/or pay any such contributions.
- LIMITATION AND TERMINATION OF
SERVICE
- HENA may establish limits from time to
time concerning use of the Platform or your Account, including among others, the maximum number and size of
postings, e-mail messages, or other content that may be transmitted through or stored by the Platform, and
the frequency with which you may access our services or the Platform.
- You understand and acknowledge that you
have no ownership rights in your Account and that if you cancel your Account, all your account information
from the Platform will be marked as deleted in HENA’s databases and will be removed from any public area of
the Platform. HENA is not a storage service. You agree that we have no obligation to store, maintain or
provide you a copy of any content or information that you or others provide, except to the extent required
by applicable law and as noted in our Privacy Notice.
- HENA reserves the right at any time to
modify or discontinue our services on the Platform (or any part thereof) without notice to you (unless
advance notice is required by applicable law). HENA shall not be liable to you or to any third party for any
such modification, suspension or discontinuance of the Service
- You acknowledge and agree that HENA, in
its sole and absolute discretion, has the right (but not the obligation) to delete or deactivate your
Account, block your e-mail or IP address, or otherwise terminate (without the need for a court order) your
access to or use of the Service or Platform (or any part thereof), immediately and without notice if you
breach our Terms. You agree that HENA shall not be liable to you or any third-party for any termination of
your access to the Platform or the Service in any such instances.
- Termination or limitation of
your access or use will not waive or affect any other right or relief to which we may be entitled at law. In
the event that HENA suspends or terminates your Account pursuant to section 23.4 above, you will no longer
be authorised to access the Platform or your Account, and we reserve the right to use any means possible to
enforce this termination.
- ELECTRONIC COMMUNICATION
To fulfil our obligations to
you under these Terms of Service, we may wish to communicate with you by email or other electronic messaging
and/or by posting notices on the Platform. You agree to receive communications from us electronically and
these electronic communications will satisfy any legal requirement for communications which need to be in
writing.
- FORCE MAJEURE
Under no circumstances will we be held
liable for any delay or failure or disruption of our services delivered through the Platform resulting
directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including,
without limitation, Internet failures, computer, telecommunications or any other equipment failures,
electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of
labour or materials, epidemics, pandemics, fires, floods, storms, explosions, acts of God, war, governmental
actions, orders of domestic or foreign courts or tribunals or non-performance by third parties.
- Waiver and Severability: The failure of HENA to exercise or enforce any right or provision
of these Terms of Service shall not constitute a waiver of such right or provision. To the extent that any
provision in these Terms of Service shall be found to be unenforceable, such provision shall be modified in
such a manner so as to make these Terms of Service as modified, legal and enforceable under applicable laws,
and the balance of the provisions of these Terms of Service shall not be affected
thereby.
- Assignment and Third-party
Rights: HENA may at any time assign, sub-contract or
transfer, any or all of its rights or obligations under these Terms without the need for your consent,
provided that we give prior written notice to you insofar as required by applicable laws. You may not
assign, sub-contract, transfer of sub-license any of your rights or obligations under these Terms to any
third party unless we agree in writing.
- Relationship. Nothing under these Terms of Service will create an employment,
agency, or joint venture relationship between you and HENA.
- Prevailing Language. These Terms may be published in English and Arabic. If there is any
inconsistency between the English text and the Arabic text, the English text will prevail.
- GOVERNING LAW AND JURISDICTION
- The laws of the Kingdom of Bahrain apply
to these Terms of Service, although if you are resident elsewhere, you will retain the benefit of any
mandatory protections given to you by the laws of that country.
- Any dispute arising out of or
in connection with these Terms of Service, including any question regarding its existence, validity or
termination, shall be subject to the exclusive jurisdiction of the Bahrain courts.
For any support or
queries, you may contact us at support@hena.work.
- NOTICES
Any correspondence (including notices) to
be given under these Terms shall be in writing and sent by electronic mail and/or registered post to the
following address / e-mail address:
Address: The 866 building,
Seef sea front, Bahrain
E-mail address: support@hena.work