Service Agreement (WeWe and Freelancers)

Last updated: 02 Dec, 2022

1. AGREEMENT TO TERMS

1. This Service Agreement constitutes a legally binding agreement made between you, whether personally or on behalf of an entity providing freelancer services (“you” or each a “Freelancer”) and Web Commerce Communications Limited (“WeWe”, “we”, “us”, or “our”), concerning the provision of services performed for or delivered by you as the Freelancers (“Freelancer Services”) on https://www.wewe.cc website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the ”Site”).

2. SCOPE OF SERVICES

1. WeWe’s obligation to provide access and use to the Site (“Services”) to the Freelancer shall be conditional upon the Freelancer:

1. clearing background and due diligence checks by WeWe as part of the registration process; and

2. completing the registration process to be a Freelancer on the Site.

2. Upon the Freelancer’s fulfilment of the conditions under this Clause 2, WeWe shall grant the Freelancer access to the Site subject to the terms and conditions of this Service Agreement and the relevant Terms of Service of the Site.

3. Upon successful registration of the Freelancer to the Site, the Freelancer’s user account shall be personal to the Freelancer and the Freelancer shall not authorise or permit any third party to access or use the account without WeWe’s prior consent. The Freelancer shall be fully responsible and be liable to all or any information uploaded or published on the Site. 

4. The Freelancer hereby agree and acknowledge that WeWe shall not be liable for any loss or damage suffered by the Freelancer as a result of any unauthorised use or access to the Freelancer’s user account.

3. YOUR RELATIONSHIP WITH US

1. The Site is a marketplace where any authorized user utilizing the Site to obtain Freelancer Services (“End Users”) and Freelancers can identify each other and advertise, buy, and sell Freelancer Services online. We merely make the Site available to enable Freelancers and End Users to find and transact directly with each other. We do not introduce Freelancers to end users, select engagements for Freelancers, or select Freelancers for End Users. Through the Site, Freelancers may be notified of End Users that may be seeking the services they offer, and End Users may be notified of Freelancers that may offer the services they seek; at all times, however, End Users are responsible for evaluating and determining the suitability of any engagement or Freelancer on their own. If End Users decide to enter into a Standard Terms of Sale, the Standard Terms of Sale is directly between the End Users and the Freelancer, and we are not a party to that Standard Terms of Sale.

2. You also acknowledge, agree, and understand that Freelancers are solely responsible for determining, and have the sole right to determine, which engagement to accept; the time, place, manner, and means of providing any Freelancer Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: 

1. you are not our employee, and you are not eligible for any of the rights or benefits of employment that are available to our employees; 

2. we will not have any liability or obligations, including under or related to Standard Terms of Sale and/or Freelancer Services for any acts or omissions by you or other users; 

3. we do not, in any way, supervise, direct, or control any Freelancer or Freelancer Services, we do not dictate the performance, methods or process Freelancer uses to perform services; (iv) Freelancer is free to determine when and if to perform Freelancer Services, including the days worked and time periods of work, and we does not set or have any control over Freelancer’s pricing, work hours, work schedules, or work location, nor are we involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Freelancer for an engagement; 

4. we do not, in any way, provide or guarantee Freelancer a regular salary or any minimum, regular payment; 

5. we do not provide Freelancers with training or any equipment, labor, tools, or materials related to any Standard Terms of Sale; 

6. we do not provide the premises at which Freelancers will perform the work; 

7. unless otherwise agreed with the End Users, Freelancers may use subcontractors or employees to perform Freelancer Services by delegating work on fixed-price contracts or by agreeing with their End Users to have hourly contracts for Freelancer’s subcontractor(s) or employee(s); and 

8. we do not provide shipping services for any physical work product. 

3. If a Freelancer uses subcontractors or employees, Freelancer further agrees and acknowledges that this Section applies to our relationship, if any, with Freelancer’s subcontractors and employees as well and Freelancer is solely responsible for Freelancer’s subcontractors and employees.

4. Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any user from engaging in any other business activities or providing any services through any other channels they choose. Users are free at all times to engage in such other business activities and services and are encouraged to do so.

5. For the avoidance of doubt, nothing in this agreement and nothing done or omitted by the Parities pursuant to or in connection with this agreement shall constitute or be deemed to constitute: 

1. the Parties a partnership, association, joint venture or other co-operative entity;

2. a relationship of employer and employee between the Parties; or

3. a relationship of principal and agent between the Parties. 

4. BOOKING OF FREELANCER SERVICES

1. The End User will be making booking requests for Freelancer Services via the Site. The Freelancer may choose to accept any open booking requests by indicating its acceptance on the Site. For the avoidance of doubt, the Freelancer shall be free to accept or decline any booking request and WeWe shall not have the obligation to provide or direct a minimum number of booking requests to the Freelancer.

2. Upon acceptance of a booking request, the Freelancer shall:

1. perform the Freelancer Services with due care and diligence, and in accordance with accepted industry standards;

2. exercise care to ensure that no loss or damage is caused to the End User; and 

3. perform the Freelancer Services professionally and in a timely manner. 

3. If it is found that the End User engages the Freelancer directly upon and through using the Services of WeWe, WeWe reserves the right to terminate this Agreement with immediate effect and cancel the Freelancer’s account on the Site.

5. DISBURSEMENT

1. We will disburse fees that are available and payable to you (“Freelancer Fees”) upon completion of Freelancer Services by the End User, through one-time basis disbursement. We will automatically disburse available funds to the Freelancer no more than 5 Business Days after the fees are released to the Freelancer by the End User. 

6. FEES 

1. In consideration of the Freelancer’s use of the Site, the Freelancer agrees to pay WeWe service fees as may be imposed by WeWe from time to time (“Service Fees”), based on the relevant rates set out in Exhibit 1 for each accepted booking request. The Freelancer hereby authorises WeWe to credit the full amount paid or released by the End User to the Freelancer and subtract the Service Fees from the Freelancer’s account. 

2. WeWe will not release Freelancer Fee when Return Policy is activated.

3. WeWe reserves the right to revise and modify the rates of the Service Fees or and such other fees chargeable to the Freelancer for the use of the Site upon written notification to the Freelancer. Exhibit 1 of this Agreement shall accordingly be amended upon such revision or modification of charges.

7. PAYMENT TERMS

1. The Freelancer shall only commence performance of the Freelancer Services once the End User make payment for the agreed Freelancer Fees (“Freelancer Fees”) for the Freelancer Services using the payment methods made available by WeWe on the Site. WeWe will hold the payment made by the End User in escrow pending the performance of the Freelancer Services by the Freelancer. 

2. Subject to Clause 7.4, all Freelancer Fees collected by WeWe on behalf of the Freelancer shall be credited to the WeWe account balance, when order mark as completed.

1.  Freelancer is not allowed to withdraw the Freelancer Fee within 14 days after the order is marked as completed.

3. The Freelancer hereby agrees and authorises WeWe to deduct the applicable Service Fees and such other fees payable by the Freelancer to WeWe from the Freelancer Fees collected from the End Users on behalf of the Freelancer. 

4. WeWe shall not be liable to the Freelancer if any End User fails to pay the Freelancer Fees and WeWe shall not be required to indemnify the Freelancer for the End User’s failure to make payment. The Freelancer shall enforce its rights and claim against the End User directly.

5. For the avoidance of doubt, WeWe shall not be obliged to deduct the Freelancer Fees for remittance of income tax, contribute to the Freelancer’s Employees Provident Fund, SOCSO, and Employment Insurance Scheme contributions, as the Freelancer is not an employee of WeWe.]

8. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

1. Each Party represents, warrants and undertakes that:

1. it has the power and authority to enter into, exercise its rights and perform and comply with its obligations under this agreement;

2. all actions, conditions and things required to be taken, fulfilled, and done (including the obtaining of any necessary consents), in order (i) to enable it lawfully to enter into, exercise its rights and perform and comply with its obligations under this agreement and (ii) to ensure that those obligations are valid, legally binding and enforceable, have been taken, fulfilled and done; and

3. the execution, entry and performance of this agreement will not breach, conflict with, violate any provision of its constitution or any other constitutional document (where applicable) or result in the violation of any laws.  

2. The Freelancer represents, warrants and undertakes that he is trained, skilled and experienced to perform the Freelancer Services for each accepted booking request. 

3. For the avoidance of doubt, nothing in this Agreement shall be construed as WeWe employing the Freelancer as an employee or implying an employment relationship between WeWe and the Freelancer. 

4. The Freelancer represents and warrants that in providing the Freelancer Services;

1. the Freelancer has and will at all times comply with all relevant laws and regulations;

2. where applicable, that all material licences, permits and regulatory approvals (“Permits”) have been obtained from the relevant governmental authorities and that such Permits shall be valid and subsisting during the term of this Agreement; and/or

3. the Freelancer is lawfully permitted to perform the Freelancer Services in Malaysia and the performance of Freelancer Services by him/her will not be in breach of any laws or regulations.

9. INDEMNITIES 

1. The Freelancer shall indemnify, defend and hold harmless WeWe and its employees, directors, officers, affiliates and agents from and against any and all losses, liabilities, settlement sums, costs (including, without limitation, legal costs and costs of other professionals), charges, expenses, actions, proceedings, claims and demands, whether foreseeable or not (“Losses”) sustained, instituted, made or alleged against, or suffered or incurred by WeWe, and which arise out of, in the course of or in connection with (whether directly or indirectly) one or more of the following:

1. any breach or non-performance by the Freelancer of any of the Freelancer’s undertakings, warranties or obligations under this agreement.

2. any personal injury, death, loss of or damage to property arising from any act or omission of the Freelancer;

3. any negligent act or omission or wilful default, misconduct or fraud of the Freelancer; and 

4. any breach of applicable laws or regulations by the Freelancer.

10. TERMINATION

1. Either Party may terminate this Agreement by giving at least 30 days’ notice in writing to the other Party, in the event that the other Party:

1. commits a material breach of the terms and conditions of this Agreement where such breach is not capable of being remedied;

2. commits a material breach of the terms and conditions of the Agreement which is capable of being remedied and such breach is not remedied within 14 days from receipt of notice by the non-defaulting Party;

3. goes into liquidation either voluntarily or compulsorily (except as part of a bona fide scheme of reconstruction or amalgamation); 

4. has a receiver appointed in respect of the whole or a substantial part of its assets or enters into an arrangement with its creditors; or

5. becomes insolvent or is unable to pay its debts.

2. This Agreement may also be terminated by either Party without reason by giving the other Party a notice in writing of at least 30 days in advance. 

3. The termination of this Agreement shall not prejudice the rights or remedies of any of the Parties which have arisen prior to such termination, in particular consequences of termination as set out in the relevant Terms of Service of the Site.

11. GOVERNING LAW

1. These terms shall be governed by and defined following the laws of Malaysia. The Parties agree that the courts of Malaysia shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these terms.

12. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

1. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances. or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records. or to payments or the granting of credits by any means other than electronic means.

13. SEVERABILITY

1. If any provision or part of a provision of this agreement shall be, or be found by any authority or court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this agreement, all of which shall remain in full force and effect. 

14. ASSIGNMENT

1. The Parties may not assign or attempt to assign any rights or obligations or the benefit of this agreement unless it has obtained the prior written consent of the other Parties.

15. WAIVERS

1. No failure or delay by any Party in exercising any right, power or remedy under this agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by any Party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

16. AMENDMENTS

1. WeWe reserve the discretion to unilaterally amend the terms of this agreement. No amendments to this agreement shall be effective unless and until WeWe provides a written notice to the Freelancer to notify the Freelancer of the amendments made to the terms of this agreement. 

EXHIBIT 1

SERVICE FEES

1.    Freelancer agrees to pay WeWe a Service Fees of 15% per service order.

2.       Freelancer agrees to pay WeWe a Processing Fee of 15% of an order's Return Policy.