Terms of Service - WorkOfficially

1. Acceptance of these terms

By creating an account, posting a job, accepting work, or otherwise using WorkOfficially ("we", "our", or "the platform"), you agree to be bound by these Terms of Service ("Terms") and our Privacy Policy. If you do not accept any part of these Terms, do not use the platform.

WorkOfficially is operated by WorkOfficially Inc., a corporation organised under the laws of the State of Delaware, United States ("WorkOfficially"). These Terms form a binding contract between you and WorkOfficially.

2. Eligibility & accounts

You must be at least 18 years old and legally able to enter into a binding contract in your country of residence to use WorkOfficially. By using the platform, you represent and warrant that you meet these requirements.

You are responsible for safeguarding the credentials to your account, including any two-factor authentication codes, backup codes, or linked third-party identity providers (such as Google). You will notify us immediately of any unauthorised use of your account at [email protected].

You may not create more than one personal account or impersonate any individual or organisation.

3. The marketplace

WorkOfficially is a venue that connects clients seeking professional services with freelancers, agencies, and enterprise teams. We are not a party to any contract formed between users on the platform. Contracts, including statements of work, milestones, payment terms, and intellectual property assignments, are entered into directly between clients and freelancers or agencies.

WorkOfficially provides supporting infrastructure - proposal management, contracts & milestones, work-diary time tracking, messaging, reviews, embedded Employer-of-Record (EOR) services through trusted partners, and integrated payment rails - but is not itself the employer, employee, contractor, or principal of any user.

4. Fees & settlement

WorkOfficially charges a platform service fee on cash settlements as published on the pricing page. Fees may vary by contract type (hourly, fixed, retainer, contract-to-hire), settlement currency, and lifetime earnings tier.

Currency conversion (where applicable) is performed at the prevailing rate published by our payment partner at the time of conversion. Conversion rates are visible on the order and invoice for each transaction.

4b. Taxes

You are solely responsible for determining, collecting, reporting, and remitting all taxes (including income, sales, VAT, GST, and withholding taxes) arising from your use of the platform and from contracts you enter into with other users. Fees stated on the platform are exclusive of taxes unless stated otherwise. Where WorkOfficially is required by law to collect or withhold tax, it may do so and remit it to the relevant authority. WorkOfficially does not provide tax, legal, or accounting advice, and nothing on the platform constitutes such advice.

5. Escrow protection

For fixed-price contracts, the client funds each milestone into escrow before work begins. WorkOfficially or its banking partner holds the funds. Funds are released to the freelancer when the client approves the deliverable, or automatically after the review window (14 days by default) if the client does not respond.

Escrow funds are kept in segregated, regulated accounts and are never used to finance WorkOfficially's operations.

6. KYC, AML, and sanctions

To use payout and EOR features, you must complete identity verification with one of our regulated KYC partners. We will not release funds or payroll to users whose identity has not been verified.

WorkOfficially screens parties to a transaction against international sanctions and politically-exposed-persons lists. We may delay or refuse a transaction if it triggers a sanctions match.

7b. Reputation Bridge

Reputation Bridge lets you import verified reviews from third-party platforms (currently Upwork, Fiverr, Toptal, Freelancer.com, Guru, and PeoplePerHour) onto your WorkOfficially profile. Each import is reviewed by hand by the WorkOfficially Reputation team against the public source profile. Approval typically lands within 24 hours of submission.

By submitting a Reputation Bridge import, you represent that the source profile is yours, that the reviews are genuine, and that you have the right to display them. False or misleading imports may result in immediate removal of all bridged reviews, suspension of the account, and forfeiture of any badges or vetting status. We do not pay the source platforms for the data and we do not claim ownership of the underlying reviews.

You can remove any source from your profile at any time. Removed sources stop appearing in your composite score within 24 hours. Removed reviews are retained for 90 days for fraud-investigation purposes, then permanently deleted.

7c. AI features

WorkOfficially uses AI in several places: brief polishing, proposal drafting suggestions, contract summarisation, dispute-evidence summarisation, scam detection, and message rewrite. AI output is provided as a suggestion only. You remain responsible for the final content you publish, accept, or sign. AI suggestions may be inaccurate, incomplete, or out of date - review before relying on them.

We do not train third-party large language models on your private content. AI providers we use process your prompts and outputs only to return a response and are bound by data-processing agreements that prohibit training on customer data. See our Privacy Policy section 4 for the current list of AI processors.

Significant account decisions - account suspension, KYC denial, Reputation Bridge approval, dispute mediation - are made by humans on our team, not by automated systems. Where an automated check flags an account (for example, sanctions screening), a human reviews before any restrictive action is taken.

8. Conduct & content

You agree not to use WorkOfficially to:

Post fraudulent, deceptive, or illegal jobs or proposals;
Solicit payment outside the platform to evade fees, escrow, or KYC ("circumvention");
Discriminate against any user on the basis of race, ethnicity, religion, sex, gender, age, sexual orientation, disability, or any other protected class;
Harass, threaten, or harm another user;
Upload malware, vulnerability exploits, or any code intended to compromise other users or the platform;
Use the AI tools for content that violates these Terms or applicable law.

We reserve the right to remove content, suspend accounts, and refer matters to law enforcement at our sole discretion.

8b. Anti-circumvention

For 24 months after you first connect with another user on the platform, you may not solicit or perform paid work with that user outside WorkOfficially, except through a contract managed on the platform. This includes inviting the user to pay you directly, to a different platform, or to a bank account outside our payment flow.

If you and another user wish to continue a relationship off-platform, you may pay a conversion fee published on the pricing page to release the relationship. Without that, circumvention is grounds for account termination and a claim for the platform fees that would have been due.

This restriction does not apply to relationships that existed before either party joined WorkOfficially.

9. Intellectual property

Unless your contract states otherwise, the default IP terms for fixed-price contracts on WorkOfficially is work-for-hire - on full payment of the contract, the deliverables transfer to the client. For hourly contracts, deliverables are licensed to the client for the agreed scope. Custom IP terms (license-only, retained-IP, etc.) may be set per contract.

WorkOfficially makes no IP claim to user content. We need a limited, royalty-free, worldwide licence to host, display, and transmit your content for the operation of the platform.

10. Contract disputes

If a contract dispute arises, either party may open a dispute from the contract page. Both parties may submit evidence. A WorkOfficially mediator reviews and decides - typical outcomes are: release to freelancer, full refund to client, or a percentage split. The mediator's decision is final. Funds in escrow are frozen during a dispute.

10b. Arbitration & class-action waiver

Disputes related to these Terms or to your use of the platform (rather than a specific contract between two users) are resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (and, where applicable, its Consumer Arbitration Rules) then in force. The seat and venue of arbitration is Wilmington, Delaware, United States; the language is English; a single arbitrator decides. Judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own costs except as the arbitrator may award.

Class-action waiver. Both you and WorkOfficially agree that any claim will be brought in individual capacity only. You may not bring or participate in a class, collective, consolidated, or representative action against WorkOfficially. You and WorkOfficially each waive any right to a jury trial.

Nothing in this section prevents either party from seeking injunctive relief in a court of competent jurisdiction for intellectual-property infringement, breach of confidentiality, or similar urgent harm.

11. Limitation of liability

To the maximum extent permitted by law, WorkOfficially's aggregate liability to you for any claim arising out of these Terms or the platform is limited to the platform service fees you paid in the 12 months preceding the claim. WorkOfficially is not liable for indirect, consequential, special, or punitive damages, including lost profits or loss of data.

11b. Disclaimer of warranties

The platform is provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. WorkOfficially does not warrant that the platform will be uninterrupted, error-free, or secure, that defects will be corrected, or that any content, AI suggestion, user, job, or proposal is accurate, lawful, or suitable. WorkOfficially does not endorse, guarantee, or assume responsibility for the conduct, work product, qualifications, or solvency of any user, or for the outcome of any contract between users. You use the platform and transact with other users at your own risk. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above may not apply to you.

11c. Indemnification

You agree to defend, indemnify, and hold harmless WorkOfficially, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or connected with: (a) your use of the platform; (b) your content or the work you deliver or commission; (c) your breach of these Terms or of any contract with another user; (d) your violation of any law or of the rights of a third party, including intellectual-property, privacy, tax, employment, or worker-classification laws; or (e) any dispute between you and another user. WorkOfficially may assume the exclusive defence of any matter subject to indemnification, in which case you will cooperate with us.

12. Suspension & termination

You may close your account at any time. WorkOfficially may suspend or terminate your account for breach of these Terms, fraud, abuse, sanctions, or to comply with legal process. Funds you have lawfully earned remain payable to you, subject to KYC and the dispute process.

13. Governing law

These Terms, and any dispute arising out of or relating to them, are governed by the laws of the State of Delaware, United States, and applicable U.S. federal law, without regard to conflict-of-laws provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to the arbitration agreement in Section 10b, the state and federal courts located in the State of Delaware have exclusive jurisdiction, and you consent to personal jurisdiction there.

13b. General provisions

Entire agreement. These Terms, the Privacy Policy, and any terms referenced in them are the entire agreement between you and WorkOfficially regarding the platform and supersede all prior agreements on that subject.

Severability. If any provision is held unenforceable, it will be limited or severed to the minimum extent necessary and the remaining provisions stay in full force. The class-action waiver in Section 10b is not severable - if it is held unenforceable, the arbitration agreement in that section does not apply to the affected claim.

No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.

Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms, including to an affiliate or in connection with a merger, acquisition, or sale of assets.

Force majeure. WorkOfficially is not liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, outages, network or payment-provider failures, war, terrorism, civil unrest, labour disputes, or government action.

Third-party services. The platform relies on third-party providers (including payment, identity-verification, banking, hosting, and AI providers). Their services are governed by their own terms, and WorkOfficially is not responsible for their acts or omissions.

Notices. We may give notice by email to the address on your account or by posting on the platform; you consent to receive electronic communications. Notices to us must be sent to [email protected].

Survival. Sections on fees owed, taxes, intellectual property, disclaimers, limitation of liability, indemnification, arbitration, governing law, and these general provisions survive termination of your account.

14. Changes to these terms

We may update these Terms from time to time. Material changes are announced by email and on this page at least 14 days before they take effect. Continued use of the platform after the effective date constitutes acceptance.

15. Contact

Legal questions: [email protected]
Security incidents: [email protected]
Support: [email protected]

Terms of Service.