1. Contractual Relationship. These General Terms and Conditions govern the access or use by the Client and/or the Independent Contractor of the Services provided by Bthere through the Platform and are an integral part of the Agreement with Client/Independent Contractor.
2. Nature of the Contractual Relationship. The relationship between Bthere, Client and Independent Contractor is a contractual relationship between three independent contractors in which Bthere acts as an intermediary between a Client and an Independent Contractor. It does not create any agency, partnership or employment association between the Parties.
3. The Services. The Services offered by Bthere through its online platform www.bthere.xyz are intermediation services allowing for a Client to contract an Independent Contractor listed on the Platform to execute specific remunerated field missions. Bthere does not execute (through employees or contractors or any other form) any field mission itself. Furthermore, Bthere does not actively execute intermediation services by contacting different parties. Its role is limited to granting access to Clients and Independent Contractors to use its Platform.
Subject to signing an Agreement, Bthere grants the Client/Independent Contractor a non-exclusive, non-sublicensable, revocable, non-transferrable license to: (i) access and use the Platform in connection with the Client/Independent Contractor’s use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services.
4. User Accounts. In order to use most aspects of the Services, Client/Independent Contractor must register for and maintain an active personal user Services account (“Account”). If a natural person, Client/Independent Contractor must be at least 18 years of age, or the age of legal majority in the relevant jurisdiction (if different than 18), to obtain an Account. Account registration requires Client/Independent Contractor to submit to Bthere certain personal or company information, such as the name, address, mobile phone number and age, recent clean Police Report (requirement needed only for the Independent Contractor, noting that Bthere reserves the right to periodically request a submission by the Independent Contractor of a recent Police Report), commercial registration number, name of signatories, as well as at least one valid credit card.
Client/Independent Contractor agree to maintain accurate, complete, and up-to-date information in his/her/its Account. Client/Independent Contractor’s failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in his/her/its inability to access and use the Services. Client/Independent Contractor is responsible for the currency of his/her/its Account and for all activity that occurs under it and agree to maintain the security and secrecy of the Account’s username and password at all times.
Said Account can be freely amended or deleted by the user. However, log of part/all data related to the Account can be kept by Bthere for legal considerations for a period of up to 5 years after deletion of the Account or termination of the contractual relationship with said user. Bthere may at its sole absolute discretion reject a user’s request to create an Account on the Platform.
5. Text Messaging. By creating an Account, Client/Independent Contractor agree that the Services may send Client/Independent Contractor text (SMS) messages or text messages through a messaging application, as part of Client/Independent Contractor’s normal usage of the Services. Client/Independent Contractor may opt-out of receiving text messages from Bthere at any time by notifying Bthere of their decision. Client/Independent Contractor acknowledge that opting out of receiving text (SMS) messages may impact their use of the Services.
6. Network Access and Devices. The Client/Independent Contractor are responsible for obtaining the data network access necessary to use the Services on their own cost and their own devices. Services may be subject to malfunctions and delays inherent to the use of the Internet and electronic communications.
7. Missions. Nature and exact details of a Mission are determined by the Client (with no input by Bthere), and under its full responsibility. All Missions should be in compliance with applicable laws and Bthere reserves the right to take legal action against the Client should any Mission is found to be in violation of applicable laws. Client will be allowed to cancel a Mission 48 hours prior to its date (without the need for any justification), failure which, the Fee will become due despite Mission cancelation. Independent Contractor will be allowed a period of 48 hours to accept or reject a Mission. Independent Contractor can still retract from executing a Mission 72 hours prior to its execution date. If cancellation takes place after the cancellation deadline without due cause, Bthere may limit or cancel Independent Contractor’s access to the Platform.
8. Mission Duration. The duration of a Mission depends on its nature. The standard mission Fee covers for a duration of up to 3 hours. Should the Mission require additional time for execution, said extra hours shall be billed separately. Transportation time from and to the Mission execution site are accounted for when calculating Mission Duration.
9. Mission Briefing. A Mission brief between Client and Independent Contractor shall take place prior and after the Mission execution. Each Mission Brief shall be of a maximum of 15 minutes. Mission Brief duration is not accounted for when calculating the Mission Duration.
10. Good execution dispute. In the event a Mission is not executed by the Independent Contractor despite his/her confirmation, or in the event a Client considers the execution as not in line with the terms of the Mission, Bthere shall act as sole and final arbitrator and Bthere’s decision shall be final and irrevocable. Based on Bthere’s decision, the Fee to be paid by the Client or to the Independent Contractor shall be paid, reduced or not paid.
11. Failure or defective execution of a Mission. In the event Independent Contractor fails to execute a Mission or if he/she is found by Bthere acting as an arbitrator as having poorly executed it, a reduced or no Fee will be paid to Independent Contractor. No further liability exists on the Independent Contractor except for legal liability in case of bad faith or willful misconduct aimed at inflicting harm or damages. Bthere’s Fee will remain due regardless of Independent Contractor’s failure or defective execution of a Mission.
12. Fees. For each executed Mission, Client shall pay Bthere a Fee which will include both Bthere’s Fee and Independent Contractor’s one. Bthere will then pay the Independent Contractor his/her Fee. Should the Mission require additional time for execution, said extra hours shall be billed separately and paid by Bthere to Independent Contractor.
13. Payment modalities. Upon acceptance of a Mission by an Independent Contractor, a provision (which amount is shown in appendix 1) will be reserved on the Client’s credit card registered on the Platform. Upon successful execution of a Mission, the reserved amount will be withdrawn from Client’s credit card to Bthere. Bthere will credit the Independent Contractor’s Fee to his/her Bthere account. At the end of each calendar month, Bthere shall settle by way of wire transfer on Independent Contractor’s designated bank account the full amount showing on Independent Contractor’s Bthere account. Independent Contractor is entitled to request immediate payment of his/her Fee (and not wait till the end of the relevant calendar month). However, in this case, Bthere will charge the bank transfer fees. In the event of a Mission failure, Bthere will only withdraw the reduced Fee from the reserved amount on the Client’s credit card.
14. Expenses. All pre-approved as well as any other reasonable Mission related expenses (proven by scanned official invoices sent to Bthere) incurred by Independent Contractor in the execution of a Mission shall be finally borne by Client. Said expenses shall be billed by Bthere to the Client and withdrawn by Bthere from Client’s Credit card within one calendar day from sending the invoice to Client. Bthere shall then transfer said amounts to the Independent Contractor.
15. Payment guarantee. Bthere guarantees payment of Independent Contractor Fee in the event the Client does not pay all/part of the Fee for whatever reason (except in the event of a failure or a defective execution of a Mission validated by Bthere).
16. Disclaimer. The services are provided “as is” and “as available.” Bthere disclaims all representations and warranties, express, implied or statutory, not expressly set out in these terms, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. in addition, Bthere makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability or availability of the services requested through the use of the Services, or that the Services will be uninterrupted or error-free. Bthere does not guarantee the quality, suitability, safety or ability of third-party providers. Client/Independent Contractor agree that the entire risk arising out of their use of the Services, and any service or good requested in connection therewith, remains solely with Client/Independent Contractor, to the maximum extent permitted under applicable law.
17. Limitation of liability. Bthere is only acting as an intermediary and as such, is not liable in any way whatsoever for any damage of whatever nature that the Independent Contractor, the Client, the third party where the Mission is executed, or any other third party may incur as a result of the execution, failure or defective execution of a Mission. Client acknowledges that Bthere is not executing the Mission itself nor interferes in the execution process whatsoever.
Furthermore, Bthere shall not be liable for indirect, incidental, special, exemplary, punitive or consequential damages, including lost profits, lost data, personal injury or property damage related to, in connection with, or otherwise resulting from any use of the Services, even if Bthere has been advised of the possibility of such damages. Bthere shall not be liable for any damages, liability or losses arising out of: (i) Client/Independent Contractor use of or reliance on the Services or Client/Independent Contractor’s inability to access or use the Services; or (ii) any transaction or relationship between Client/Independent Contractor and any third-party provider, even if Bthere has been advised of the possibility of such damages. Bthere shall not be liable for delay or failure in performance resulting from causes beyond Bthere’s reasonable control.
Client/Independent Contractor agree that Bthere has no responsibility or liability (related to the Services) towards Client/Independent Contractor nor towards the third party where the Mission is executed, other than as expressly set forth in the Agreement.
18. Indemnity. Client/Independent Contractor agree to indemnify and hold Bthere and its officers, directors, employees and agents harmless from any and all claims (including claims from the third party where the Mission is executed), demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with: (i) Client/Independent Contractor’s use of the Services or services or goods obtained through Client/Independent Contractor’s use of the Services; (ii) Client/Independent Contractor’s breach or violation of any of these Terms; (iii) Bthere’s use of Client/Independent Contractor’s User Account content; or (iv) Client/Independent Contractor’s violation of the rights of any third party.
19. Restrictions. Client/Independent Contractor acknowledge the intellectual property rights of Bthere on the Platform, its components and related content with the exception of any information related to themselves i.e. Independent Contractor and/or Client, and waive the rights to challenge these property rights in any form. Therefore, Client/Independent Contractor pledge that they will not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Bthere; (iii) decompile, reverse engineer or disassemble the Services; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
20. Amendment of the General Terms. Bthere may amend these General Terms and Conditions from time to time. Amendments will be effective upon Client/Independent Contractor receiving an email notification from Bthere of such amendment. Should Client/Independent Contractor choose not to accept the amended General Terms and Conditions, Client/Independent Contractor may terminate the Agreement with immediate effect.
21. Severability. All provisions of the Agreement are severable. In the event any provision of this Agreement is declared invalid by a court of competent jurisdiction, the remaining provisions of the Agreement will continue to be valid and enforceable. No waiver of any provision of the Agreement will be deemed, or will constitute, a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver.
22. Force Majeure. Neither Party shall be liable to the other Party or to any third party to this Agreement, for loss or damage caused by non-performance, or a delay in the performance, of its obligations, under this Agreement, to the extent the same resulted from circumstances amounting to Force Majeure including inter alia, strikes, embargoes, riots, fires, floods, war, hurricanes, sandstorms, or other causes beyond the reasonable control of the Party affected hereby.
If either Party is prevented from carrying out all or any of its obligations under this Agreement by reason of a circumstance amounting to Force Majeure as aforesaid, then, upon the occurrence of such circumstance, the Party affected thereby shall promptly notify the other of such occurrence and of the likely duration of such circumstance and shall further promptly notify the other Party upon the cessation thereof.
23. Notices. All notices and other communications required or desired to be given or sent by one Party to the other shall be in writing in the English/French or the Arabic languages and shall be deemed to have been given when duly sent by registered mail.
24. Confidentiality. All information related to use of the Platform or to any Mission (whether Bthere’s information or the information of any of its Clients, Independent Contractors, (…)), shall be kept in strict confidentiality by Bthere, the Client and the Independent Contractor during the Term and for a period of 20 years following receipt of such confidential information.
25. Data Privacy. The Parties will process all personal data obtained during the course of the Agreement in accordance with applicable data protection laws. Bthere will process any personal data received from the Client/Independent Contractor in accordance with its internal data privacy policies, as amended from time to time.
By signing this Agreement, Client/Independent Contractor hereby grants Bthere his/her/its approval to collect personal data belonging to him/her/it and processing it in accordance with this section.
Where a Party, in the course of the Agreement, has access to personal data belonging to the other Party or equipment containing personal data, said Party must (i) keep the data confidential, (ii) adopt all technical and security measures needed to avoid unauthorized access to said data, and (iii) at the termination of the Agreement, destroy or return to the owner of the personal data any personal data in its possession. In addition, each Party will promptly and in any case without undue delay report to the other Party any potential or actual personal data breach and provide all relevant information.
26. Sanctions. Means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time on countries, individuals or entities by (a) the U.S. government, or (b) the European Union, or (c) the United Kingdom, or the United Nations. Bthere shall refrain from doing business in violation of any imposed Sanction and shall immediately terminate any business relationship if and when it discovers that said relationship is or may be in violation of an imposed Sanction. Bthere also confirms that it has put in place a screening system allowing it to screen individuals and entities it does business with through the Platform, to make sure they are not on any Sanction list.
27. Compliance with Anti-Bribery Laws. Bthere, Client and Independent Contractor are and shall at all times remain committed to abide by all applicable laws prohibiting public corruption and improper payments to Government Officials, commercial bribery, money laundering, and other similar anti-bribery and anti-corruption laws and regulations including, but not limited to, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010. Bthere shall immediately terminate any business relationship with Client/Independent Contractor or any other third party if and when it discovers that Client/Independent Contractor or any other related third party has breached applicable anti-bribery laws.
28. Representations and Warranties. Each Party hereby warrants and represents to the other that it has made to the other all warranties and representations, and has disclosed to the other all facts, which are reasonably necessary to enable to the other Party to reach a reasoned and well-based decision to enter into this Agreement; that neither Party is on any Sanction list; that all requisite corporate action has been taken to authorize the same; and neither the execution nor the performance hereof will result in the violation of any statute, regulation or judicial decree.
29. No bypassing. Client and Independent Contractor pledge not to enter into a direct agreement to order a Mission without passing through the Platform.
30. Taxes. Each Party pledges to declare and settle its own taxes.
31. Governing Laws. The laws of the United Arab Emirates.
32. Competent Jurisdiction. Any dispute resulting from the execution or interpretation of the Agreement or the Mission shall be finally settled by the State Courts of Dubai.
