Effective Date: September 12, 2016
If a Client and a Freelancer enter into a Fixed-Price Contract, these Fixed-Price Escrow Instructions (“Escrow Instructions”) apply. These Escrow Instructions govern Fixed Price Escrow Accounts.
To the extent permitted by applicable law, we may modify these Escrow Instructions without prior notice to you, and any revisions to these Escrow Instructions will take effect when posted on the Site unless otherwise stated. Please check the Site often for updates.
These Escrow Instructions hereby incorporate the Terms of Service (“Terms of Service”). Capitalized terms not defined in these Escrow Instructions are defined in the User Agreement, elsewhere in the Terms of Service, or have the meanings given such terms on the Site. These Escrow Instructions do not apply to Hourly Contracts.
1. DIGITAL SIGNATURE
By clicking to fund Escrow (a “Funding Approval”) or to accept a Fixed-Price Contract, Client and Freelancer are deemed to have executed these Escrow Instructions electronically, Doing so constitutes an acknowledgement that you are able to electronically receive, download, and print these Escrow Instructions. All references to the Escrow in these Escrow Instructions will include the initial Funding Approval and any additional Funding Approval for the Engagement.
2. RELEASE AND DELIVERY OF AMOUNTS IN ESCROW
Client and Freelancer irrevocably authorize and instruct ODeskWork Escrow Inc. (“ODeskWork Escrow“) to release applicable portions of the Fixed Price Escrow Account (each portion, a “Release”) to their Freelancer Escrow Account or Client Escrow Account, as applicable, via the Site, upon the occurrence of and in accordance with one or more Release Conditions provided below or as otherwise permitted by applicable law. The amount of the Release will be delivered to the applicable Escrow Account in accordance with Freelancer’s or Client’s instructions, as applicable, these Escrow Instructions, and the other Terms of Service.
2.1 RELEASE CONDITIONS
As used in these Escrow Instructions, “Release Condition” means any of the following:
- Client clicks to release funds to Freelancer.
- Freelancer cancels the contract before a milestone payment has been released.
- Client and Freelancer have submitted joint written instructions for a Release.
- Client and Freelancer agree to close the contract.
- Client or Freelancer has failed timely to respond to an ODeskWork Dispute Assistance notification as required by the Dispute Assistance Policy.
- Client or Freelancer has failed timely to pay for its share of Arbitration costs as required by the Dispute Assistance Policy .
- Client or Freelancer otherwise has failed to comply with the Dispute Assistance Policy.
- Submittal of the final binding award of an arbitrator appointed pursuant to the Dispute Assistance Policy.
- Issuance of the final order of a court of competent jurisdiction from which appeal is not taken.
- We believe, in our sole discretion, that fraud, illicit acts, or a violation of ODeskWork’s Terms of Service has been committed or is being committed or attempted, in which case Client and Freelancer irrevocably authorize and instruct ODeskWork Escrow to take such actions as we deem appropriate in our sole discretion and in accordance with applicable law, in order to prevent or remedy such acts, including to return the proceeds of such acts to their source of payment.
3. DORMANT ENGAGEMENTS
To be fair to Clients and Freelancers, ODeskWork has a procedure for Fixed-Price Contracts that appear Dormant. For purposes of determining Dormant status, “activity” means business term or milestone updates or requests, Fixed-Price Escrow Funding, Fixed-Price Escrow Release, Fixed-Price Escrow Refunds, Funding requests, Release requests, Engagement Cancellation requests, Status Report submittals, or actions under the Fixed Price Dispute Assistance Policy.
If a Fixed-Price Contract has a Fixed-Price Escrow Account with a balance but has had no activity for 90 consecutive days after the last milestone date contained in the business terms, then the Engagement will be “Dormant.” Dormant Engagements are subject to the following rules:
- ODeskWork will notify Client when the Engagement becomes Dormant (“Dormant Date”).
- If no activity other than Release requests has occurred within 7 days after the Dormant Date, ODeskWork will notify the Freelancer that the Engagement is Dormant.
- If Freelancer and Client take no action for 7 days after the Dormant Date, Freelancer and Client agree that ODeskWork Escrow is authorized and irrevocably instructed to immediately release escrow funds to Client.
- If Freelancer submits a Release request and client does not take any action for 14 days from the date of the Release request, Freelancer and Client agree that ODeskWork Escrow is authorized and irrevocably instructed to immediately release to Freelancer the amount related to the milestone with Release request.
- All funds released to Freelancer under this Section, Dormant Engagements, will be subject to the applicable Service Fees for Freelancers.