Fee and ACH Authorization Agreement
Effective Date: 07/01/2024
Last Updated: 09/01/2024
This Fee and ACH Authorization Agreement (this “Agreement”) is between you and Zalow Inc. as described below in Section 1 (Parties). This Agreement provides information on the fees Zalow Inc. ("Zalow") and its Stripe Inc. (“Stripe”) charge for use of the Site’s communication, invoicing, dispute resolution and payment services, including Payment Protection, and includes eligible Users’ authorization for debits and credits from and to their designated bank accounts via the automated clearing house network (“ACH”). This Agreement is part of the Terms of Service. Capitalized terms not defined in this Agreement are defined in the User Agreement, Site Terms of Use, or elsewhere in the Terms of Service.
By clicking to accept the Terms of Service on the Site or by continuing to use the Site or the Site Services on or after the effective date noted above, you accept and agree to this Agreement. To the extent permitted by applicable law and except as otherwise provided in the Terms of Service, we may modify this Agreement without prior notice to you, and any revisions to this Agreement will take effect when posted on the Site unless otherwise stated. However, we will provide advance notice of any increase in prices or fees affecting current Users. Please check the Site often for updates.
1. PARTIES
You are entering into this Agreement with Zalow (also referred to as “we” and “us”).
If you reside in the United States, you are entering into this Agreement with Zalow. If you reside outside the United States, you are entering into this Agreement with Zalow.
2. FEES CHARGED TO FREELANCERS
Pursuant to the User Agreement, we charge Freelancers a Service Fee on the amounts of Freelancer Fees invoiced by the Freelancer to their Client on a Service Contract. The Freelancer Service Fee is described below in Section 2.1. Where applicable, Zalow or Stripe may also collect taxes (such as value added tax (“VAT”) in Europe) on Service Fees.
Pursuant to the Freelancer Membership Agreement, we charge Freelancers a Membership Fee. These Membership Fees automatically renew until they are canceled as described on the Site.
Additionally, the use of various Payment Methods offered through the Site and the Site Services may incur added fees or charges. All Payment Methods will be posted on the Site along with any associated fees or charges, which we may update from time to time at our sole discretion. By selecting a Service subject to additional fees or charges, you thereby authorize us to charge to you and to collect from you (consistent with this Agreement, the User Agreement, or elsewhere in the Terms of Service) any fees, charges, or taxes described in this Section 2.
2.1 FREELANCER SERVICE FEE
We will charge you a Service Fee based on the total Freelancer Fees invoiced by you to your Client (less any refunds or reversals) for the duration of your relationship with your Client. Unless different pricing described in Sections 2.2 through 2.5 applies, the Service Fee is a flat 10% of the total Freelancer Fees you have invoiced to your Client for the Engagement Relationship.
For illustrative purposes, here is how the Service Fee will be charged for Fixed-Price or Hourly engagements:
CONTRACT TYPE SERVICE FEE FREELANCER FEES SERVICE FEES
Fixed-Price 10% $500 $50
Hourly 10% $50 per hour $5 per hour
2.2 FREELANCERS WORKING WITH DIRECT CONTRACT CLIENTS
If you are a Freelancer who engaged an eligible Client via Direct Contracts, Zalow will charge you a flat 10% of the total Freelancer Fees you have invoiced to your Direct Contract Client for the Engagement Relationship.
2.3 OTHER FEES
Freelancers may choose a membership with an associated membership fee (the “Freelancer Membership Fee”). More details are provided in the Freelancer Membership Agreement. Freelancers may also choose to purchase other features, premium services or options on Zalow, in each case as described on the Site at the time of purchase.
Zalow reserves the right to change the fees of the memberships, features, services, and options offered on the Site, or institute new fees at any time, in each case upon reasonable notice posted in advance on the Site for existing Users.
3. CLIENT MEMBERSHIP RELATED FEES AND PLANS
To access the Site and use the Site Services a Client must have registered for an Account as detailed in Section 1 of the User Agreement. Zalow offers multiple client membership plans. When you sign up for a Client Account, you will be placed into an eligible plan.
3.1 CLIENT MARKETPLACE PLAN AND FEATURES
Zalow offers Client’s on the marketplace membership to the Client Marketplace Plan.
The Client Marketplace Plan does not require a monthly membership fee. The Client Marketplace Plan includes access to the Site and related Site Services such as assisting Users in resolving disputes which may arise in connection with Service Contracts, providing access to communication tools, and administrative services related to reporting and facilitating payments. In return for providing Clients with access to the Site and related Site Services,
Zalow charges Clients a “Marketplace Fee” of up to 10% on each transaction related to a marketplace Service Contract a Client enters into on the Site or with Freelancers on the Site. Eligible Clients who use ACH as their payment method may be offered a reduced Marketplace Fee rate of 8%.
In the case of Hourly Service Contracts, Zalow will charge the Marketplace Fee based on hours and expenses recorded by a Freelancer as of the Hourly Invoice Deadline (Sunday at 23:59 UTC) each week.
For Fixed-Price Contracts, Zalow will charge the Marketplace Fee on the amount and at the time a Client funds a milestone or pays a bonus or expense. All other transactions subject to the Marketplace Fee, such as transactions for bonus or expense payouts, or use of any other service on the Site where displayed on the Site, will be assessed the Marketplace Fee at the time of invoice.
At its sole discretion, Zalow may offer Clients a different Marketplace Fee rate; any such rate must be explicitly communicated or agreed by an authorized representative of Zalow via email or a written agreement. No refunds of fees already paid will be given; for example, if a funded project is canceled, payments made by a Client are released from the Client Escrow Account for any reason or refunded by a Freelancer, the Marketplace Fee will not be refunded.
Zalow may charge Clients a one-time “Contract Initiation Fee” for facilitating the formation of each new marketplace Service Contract formed between Client and Freelancer. The Contract Initiation Fee can vary depending on a variety of factors. Clients will be charged the Contract Initiation Fee shown and communicated to the Client on the Site before the Client elects to form the Service Contract. For Hourly Service Contracts the Contract Initiation Fee will be charged at the time of the first invoice. For Fixed-Price Contracts the Contract Initiation Fee is charged at the time the Client funds the first milestone. The Marketplace Fee is not assessed on the Contract Initiation Fee. The Contract Initiation Fee is not refundable.
3.2 BUSINESS PREMIUM PLAN AND FEATURES
Zalow may offer Clients membership to the Business Premium Plan.
In addition to the access and features included in the Client Marketplace Plan, the Business Premium Plan also includes access to expert vetted talent and other premium services, as described on the Site. In return for providing Clients with access to the Site and Business Premium offerings, Zalow will charge Clients enrolled in the Business Plan a “Business Premium Fee” of up to 10% on each transaction related to a Service Contract offering a Client enters into on the Site or with Freelancers on the Site.
Eligible Clients who use ACH as their payment method are offered a reduced Business Premium Fee rate of 8%. In the case of Hourly Service Contracts, Zalow will charge the Business Premium Fee based on hours and expenses recorded by a Freelancer as of the Hourly Invoice Deadline (Sunday at 23:59 UTC) each week.
For Fixed-Price Contracts, Zalow will charge the Business Plus Fee on the amount and at the time a Client funds a milestone or pays a bonus or expense. All other transactions subject to the Business Premium Fee, such as transactions for bonus or expense payouts, use of Zalow Payroll related to a marketplace Service Contract, or use of any other service on the Site where displayed on the Site, will be assessed the Business Premium Fee at the time of invoice.
Users on the Business Premium Plan will not be charged Client Marketplace Plan fees.
No refunds of fees already paid will be given; for example, if a funded project is canceled, payments made by a Client are released from the Client Escrow Account for any reason or refunded by a Freelancer, the Business Premium Fee will not be
refunded.
At its sole discretion, Zalow may offer Clients a different Business Premium Plan rate; any such rate must be explicitly communicated or agreed by an authorized representative of Zalow via email or a written agreement.
3.3 CHANGES TO CLIENT MEMBERSHIP PLANS OR RELATED FEES
Zalow reserves the right to change the features and services included in the Client Marketplace Plan, Business Premium Plan, change the fees applicable to each Client Membership Plan, change the fees for certain premium services or options, or institute new fees at any time, in each case upon reasonable notice posted in advance on the Site for existing Users. No refunds of fees already paid will be given. If Zalow exercises its right to cancel a Client's Marketplace Plan or Business Premium Plan, Zalow will not refund the fees already paid unless otherwise required by law. For more information on changing or canceling your plan, check the Site or contact Customer Support.
3.4 TAXES
Where applicable, Zalow or Stripe may also collect taxes (such as VAT where applicable) on Marketplace Fee, Business Premium Fee, Contract Initiation Fee, and the cost for premium services or features, as set forth in the User Agreement.
4. AUTHORIZATION FOR ACH DEBITS AND CREDITS AND OTHER TRANSACTIONS
If and to the extent permitted by Zalow in its sole discretion, Users may pay Freelancer Fees, Membership Fees,
Marketplace Fees, and other fees owed under the Terms of Service from their designated bank accounts. Subject to Zalow’s eligibility requirements, if you elect to pay Freelancer Fees or any other amounts owed under the Terms of Service via ACH transfers from your designated bank account, you hereby authorize us to electronically debit and, if necessary, electronically credit your designated bank account via ACH for such amounts pursuant to the Terms of Service, and you agree to comply with the ACH rules issued by the National Automated Clearing House (“NACHA”) and all applicable laws, including, but not limited to, the federal Bank Secrecy Act, the U.S.A. Patriot Act, and economic sanctions overseen by the Office of Foreign Assets Control (OFAC). Your authorization for ACH transfers contained in this Section 4 will remain in full force and effect until you notify us that you wish to revoke your authorization by removing your bank account information from your Profile or by contacting Customer Support. You understand that we require at least one (1) business day’s prior notice in order to cancel your authorization for ACH transfers contained in this Section 4.
You must notify us of any change in your designated bank account’s information at least five (5) business days before any such change by updating your bank account information in your Profile or by contacting Customer Support. If we do not receive notice at least five (5) days before any such change, we may attempt, in our sole discretion, to implement such change prior to any ACH debit or credit transfer performed pursuant to your authorization provided in this Section 4. However, we assume no responsibility for our failure to do so.
You may view a history of your Account transactions by logging in to the Site. You are solely responsible for promptly reconciling your Account transaction history with the transaction records for your bank account. You must notify us of any errors or discrepancies in your Account transaction history (each, an “Error”) within 30 days of when the Error could be viewed in your Account transaction history on the Site. If you do not notify us of an Error within 30 days of when the Error could be viewed in your Account transaction history on the Site, you will forfeit the right to contest the Error, except to the extent such forfeiture is prohibited by applicable law or the NACHA rules.
Subject to the foregoing notice requirement: (a) if and to the extent an Error is caused by us, we will correct the Error and (b) if an Error is caused by you, we may, but are under no obligation to, attempt to correct the Error and will offset any costs we incur from any funds returned to your bank account or your Escrow Account, as applicable. If an Error results in your receipt of more funds than you are entitled, we may recover the extra funds from you.