This Panameer Service Buyer Initiated Direct Work Orders Terms (“Direct Work Order Terms”) defines the agreement between you (the “Service Buyer” or the “Provider”, as applicable) and Panameer Global LLC (“Panameer”) regarding Direct Work Order engagements and are part of and incorporate by reference the Panameer User Agreement the other Terms of Service, and the Fee and ACH Authorization Agreement (collectively, the “Agreement”). The Direct Work Order Terms are in addition to and, except where explicitly stated, does not supersede, replace, or limit other similar terms in the Terms of Service. Capitalized terms not defined herein are defined in the User Agreement or elsewhere in the Terms of Service.
1. ELIGIBILITY
To be eligible for Service Buyer Initiated Direct Work Orders, the Service Buyer must have an account in good standing and be offered the opportunity to join this program by Panameer. Under this program, a Service Buyer may manage service Work Orders with eligible providers pursuant to these Terms.
Service Buyer Initiated Direct Work Orders may only be offered to Providers that do not have a pre-existing relationship with Panameer, and must register for a Panameer Account pursuant to Section 1 of the User Agreement.
A Service Buyer may have multiple active Service Buyer Initiated Direct Work Orders. A Provider may only be engaged with a single Service Buyer pursuant to a Service Buyer Initiated DIrect Work Order. All other engagements of the Provider will be subject to the fees and other terms and conditions of such offerings.
2. ESCROW SERVICES
Service Buyer and Provider acknowledge and agree that the Direct Work Order Escrow Instructions apply to any engagements via Service Buyer Initiated Direct Work Order (each such engagement, a “Direct Work Order”). Payment Escrow provides escrow services, but does not guarantee that Provider will be paid except and only to the extent that all of the following are true: (a) Panameer has received funds from Service Buyer on behalf of the Provider, (b) Service Buyer has directed such funds to be released to Provider, and (c) any hold or security period has passed. Panameer otherwise does not guarantee that Service Buyer is able to or will pay Provider.
Service Buyer and Provider acknowledge that these escrow services are intended for business use, and agree to use these escrow services only for business purposes and not for consumer, personal, family, or household purposes.
3. ROLE OF PANAMEER
Service Buyer and Provider understand and agree that Panameer is not involved in or responsible for any work performed by Provider(s), is not involved in or responsible for any payment made under a Direct Work Order except as provided in Section 2 (Escrow Services), and has no control over any Provider or Service Buyer. Panameer does not guarantee that Service Buyer or Provider will perform on the Direct Work Order. Panameer does not have any power or authority to, and does not, determine any eligibility standards for any Direct Work Order, select or contract any Provider to provide services to Service Buyer, determine or control any term or condition of the Direct Work Order or Project, or cause any Provider to accept any Direct Work Order or perform any Provider Services. The Parties agree that Service Buyer will select the Provider, that the scope of work will be set exclusively by agreement between Service Buyer and Provider, and that Service Buyer and Provider will take up any issues with the work and/or its scope between each other.
4. BILLING AND PAYMENTS
4.1 SERVICE BUYER FEES
Panameer will charge Service Buyers a Direct Work Orders Fee of $49 for each active Service Work Order that is designated as a Service Buyer Initiated Direct Work Orders. A Service Work Order is considered active if an invoice was generated or a milestone was active in the prior month (i.e. past 30 days). Panameer will bill and charge the Service Buyer’s Payment Method on file the applicable amount of Direct Work Orders Fees on the first of each calendar month. At its sole discretion, Panameer may offer Service Buyers a different Direct Work Orders Fee; any such rate must be explicitly communicated or agreed by an authorized representative of Panameer via email or a written agreement.
Service Buyer membership plan service fees, such as the Marketplace Fee or Business Plus Fee apply to Service Work Orders initiated and managed under this Direct Work Orders program. The Work Order Initiation Fee does not apply to Service Work Orders under this program.
No refunds of fees already paid will be given. Service Buyers may opt out of the Direct Work Order program or cancel a Service Work Order pursuant to the applicable Escow Instructions and terms at any time, however Panameer will not refund any fees for Service Work Orders that were considered active at any time in the month prior to the charge. Where applicable, Panameer will collect taxes (such as VAT) on the Direct Work Orders Fee.
4.2 PROVIDER FEES
Providers engaged on a Service Buyer Initiated Direct Work Order are not charged Provider Service Fees (see Sections 2.1, 2.2, and 2.3 of the Fee and ACH Authorization Agreement) for such Service Buyer Initiated Direct Work Order. However, Providers will pay any other applicable fees (see Section 2.5 of the Fee and ACH Authorization Agreement). If such Provider enters into a Service Work Order other than a Service Buyer Initiated Direct Work Order, such Service Work Order will be subject to Service Fees as applicable.
5 EXCLUSIONS
Panameer’s Dispute Assistance Program and Payment Protection Programs do not apply to Service Buyer Initiated Direct Work Orders. Panameer, Payment Escrow, and Affiliates do not guarantee that Provider will be paid by Service Buyer. Panameer, Payment Escrow, and Affiliates are under no circumstances liable to Provider for payment for Service Buyer’s failure to deposit funds to the Direct Work Order Escrow Account to cover payment to Provider.
6 INTERACTION WITH OTHER TERMS OF SERVICE
These Direct Work Order Terms control for any express conflicts between the User Agreement and these Direct Work Order Terms concerning Service Buyer Fees, Provider Fees and dispute or payment protection assistance with respect to Service Buyer Initiated Direct Service Work Orders and Services only.