This Fee and ACH Authorization Agreement (this “Agreement”) is between you and Panameer Global LLC or Panameer International Ltd. as described below in Section 1 (Parties). This Agreement provides information on the fees Panameer Global LLC ("Panameer Global") and its Affiliates Panameer International Ltd. ("Panameer International") and Payment Escrow Inc. (“Payment Escrow”) 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 Panameer (also referred to as “we” and “us”).
If you reside in the United States, you are entering into this Agreement with Panameer Global. If you reside outside the United States, you are entering into this Agreement with Panameer International
2. FEES CHARGED TO PROVIDERS
Pursuant to the User Agreement, we charge Providers a Service Fee on the amounts of Provider Fees invoiced by the Provider to their Service Buyer on a Service Work Order. The Provider Service Fee is described below in Section 2.1. Where applicable, Panameer Global, Panameer International, or Payment Escrow may also collect taxes (such as value added tax (“VAT”) in Europe) on Service Fees.
Pursuant to the Provider Membership Agreement, we charge Providers 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 PROVIDER SERVICE FEE
We will charge you a Provider Service Fee based on the total Provider Fees invoiced by you to your Service Buyer (less any refunds or reversals) for each Service Work Order you enter into with a Service Buyer. The Provider Service Fee is a variable fee, meaning that the fee charged may fluctuate based on various factors. The fee is calculated using proprietary algorithms and may include but is not limited to components such as levels of Service Buyer demand, provider supply, job category, and applicable membership plans. The exact pricing methodology may change without notice and we reserve the right to modify or update
our pricing at any time. Such changes may occur in real time or periodically based on our business needs and external factors. By continuing to use our Site and Services you acknowledge that prices may increase without prior individual notification. Unless different pricing described in in Sections 2.2 through 2.5 applies, the variable Service Fee will be charged per Service Work Order on the Provider Fees you invoice to your Service Buyer The Service Fee that applies to a Service Work Order is fixed for the life of the Service Work Order. Learn more about the Provider Service Fee here.
2.1.1 WORK ORDER VALUE ADJUSTMENT
Panameer may, at its sole discretion, offer Service Buyers the option to elect a Work Order Value Adjustment on an Hourly Service Work Order. Where elected, the resulting adjusted hourly rate (the "Adjusted Rate") is the Work Order rate of record for all purposes under the Terms of Service. The Provider Service Fee under Section 2.1 is calculated on and deducted from the Adjusted Rate by Payment Escrow pursuant to the Provider's existing authorization; no modification to the Provider Service Fee rate is made by a Work Order Value Adjustment. The Adjusted Rate applies prospectively from the effective date of the Service Buyer's election and is irrevocable upon confirmation.
2.2 PROVIDER INITIATED DIRECT Work Orders
If you are a Provider who engaged an eligible Service Buyer via Provider Initiated Direct Work Orders, Panameer will charge you a flat 5% of the total Provider Fees you have invoiced to your Direct Work Order Service Buyer for the Engagement Relationship.
2.3 PROVIDERS WORKING ON ENTERPRISE SERVICE BUYER WORK ORDERS
If you are a Provider with a Service Work Order entered into with an Enterprise Service Buyer, the Service Fee rate is 10% of the Provider Fees, unless otherwise provided in the Enterprise Service Buyer contract. If you are a Provider with an active Work Order with a Service Buyer whose Account is being converted to an Enterprise Service Buyer Account, then only on any Service Work Order that is active at the time of the conversion, Panameer will honor the lower of (a) the Service Fee or Legacy Tiered Service Fee in effect at the time of the conversion, or (b) the Service Fee rate in the Enterprise Service Buyer contract for that Account. For purposes of the Terms of Service, “Enterprise Service Buyer ” means a Service Buyer, including a legacy Enterprise Service Buyer or a Panameer Business Service Buyer, whose profile displays the following “Enterprise” badge:
2.4 ALTERNATE PRICING
For some Service Work Orders, as described in this Section 2.4, we do not charge the variable Service Fee, but instead charge an alternate fee (“Alternate Pricing”) which only applies to Service Work Orders when any of the following are true: (a) you entered into the Service Work Order before Panameer first started charging Legacy Tiered Pricing or Flat Fee Pricing; (b) you entered into the Service Work Order pursuant to a feature of the Site where we advertised a different Service Fee, such as discounted Service Fees offered in some circumstances for amounts charged on a Work Order or for a Featured Job Post for Service Buyers;
(c) you have an Any Hire Work Order or Service Buyer Initiated Direct Work Orders with a Service Buyer and you did not have a Panameer Relationship prior to the Any Hire or Service Buyer Initiated Direct Work Order (see Section 7 of the User Agreement) or for a Panameer Payroll engagement; or (d) the Service Work Order is with a Service Buyer who is not an Enterprise Service Buyer, but who has a legacy arrangement for lower fees that apply to the Service Work Order.
(e) you entered into the Service Work Order when Panameer charged the Service Fee based on Legacy Tiered Pricing and you have email or written communication from Panameer that the Legacy Tiered Pricing rate will be applied to the Service Work Order.
As described in this Section 2.4, if Alternate Pricing applies, we will typically charge you a Service Fee of a fixed percent.
For certain Service Work Orders, the Alternate Pricing may be a lower flat percentage (such as through a “bring your own” program) or may have a different tiered fee rates (such as for a Featured Job Post), or may not have a Service Fee (such as a Panameer Payroll Work Order, certain Any Hire Work Orders, or Service Buyer Initiated Direct Work Orders), in each case as clearly stated on the Site at the time the Service Work Order was or is entered into, and any applicable changes to Alternate Pricing or fees will be clearly communicated to the Service Buyer, including communications posted to the Site.
2.5 OTHER FEES
Providers may choose a membership with an associated membership fee (the “Provider Membership Fee”). More details are provided in the Provider Membership Agreement. Providers may also choose to purchase "Community Credits" or other features, premium services or options on Panameer, in each case as described on the Site at the time of purchase.
Panameer 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. It is your responsibility to review the latest pricing details before using our Site and services. your continued use of our Site and services constitutes acceptance of the Terms of User and this Fee and ACH Authorization Agreement.
3. SERVICE BUYER MEMBERSHIP PLANS AND RELATED FEES
To access the Site and use the Site Services a Service Buyer must have registered for an Account as detailed in Section 1 of the User Agreement. Panameer offers multiple Service Buyer membership plans. When you sign up for a Service Buyer Account, you will be placed into an eligible plan.
3.1 SERVICE BUYER BASIC PLAN AND FEATURES
Panameer offers Service Buyer’s on the marketplace membership to the Service Buyer Basic Plan. The Basic Plan does not require a monthly membership fee. The Service Buyer Basic Plan includes access to the Site and related Site Services such as assisting Users in resolving disputes which may arise in connection with marketplace Service Work Orders, providing access to communication tools, and administrative services related to reporting and facilitating payments.
In return for providing Service Buyers with access to the Site and related Site Services, Panameer charges Service Buyers a “Marketplace Fee” on each transaction related to a marketplace Service Work Order or Project Catalog offering a Service Buyer enters into on the Site or with Providers on the Site. The Marketplace Fee rate fee can vary, learn more about the Marketplace Fee here. In the case of Hourly Service Work Orders, Panameer will charge the Marketplace Fee based on hours and expenses recorded by a Provider as of the Hourly Invoice Deadline (Sunday at 23:59 UTC) each week. For Fixed-Price Work Orders, Panameer will charge the Marketplace Fee on the amount and at the time a Service Buyer 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, use of Panameer Payroll related to a marketplace Service Work Order, 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, Panameer may offer Service Buyers a different Marketplace Fee rate, discount or arrangement; any such rate or arrangement must be explicitly communicated or agreed by an authorized representative of Panameer 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 Service Buyer are released from the Service Buyer Account for any reason or refunded by a Provider, the Marketplace Fee will not be refunded.
Panameer will charge Service Buyers a one-time “Work Order Initiation Fee” for facilitating the formation of each new marketplace Service Work Order formed between Service Buyer and Provider. The Work Order Initiation Fee can vary, depending on a variety of factors, learn more about the Work Order Initiation Fee here. Service Buyers will be charged the Work Order Initiation Fee shown and communicated to the Service Buyer on the Site before the Service Buyer elects to form the Service Work Order. For Hourly Service Work Orders the Work Order Initiation Fee will be charged at the time of the first invoice. For Fixed-Price Work Orders the Work Order Initiation Fee is charged at the time the Service Buyer funds the first milestone. The Marketplace Fee is not assessed on the Work Order Initiation Fee. The Work Order Initiation Fee is not refundable.
The Marketplace Fee and the Work Order Initiation Fee detailed above is not assessed on Any Hire, Enterprise, Talent Scout, Panameer Business, or premium services which are subject to the fees and rate(s) as described in the specific Any Hire, Enterprise, Talent Scout, or Panameer Business contract with Service Buyer or on the Site.
3.2 BUSINESS PLUS PLAN AND FEATURES
Panameer may offer Service Buyers membership to the Business Plus Plan. In addition to the access and features included in the Basic Plan, the Business Plus Plan also includes access to expert vetted talent and other premium services, as described on the Site. In return for providing Service Buyers with access to the Site and Business Plus offerings, Panameer will charge Service Buyers enrolled in the Business Plan a “Business Plus Fee” of up to 10% on each transaction related to a Service Work Order or Project Catalog offering a Service Buyer enters into on the Site or with Providers on the Site. Eligible Service Buyers who use ACH as their payment method are offered a reduced Business Plus Fee rate of 8%. In the case of Hourly Service Work Orders, Panameer will charge the Business Plus Fee based on hours and expenses recorded by a Provider as of the Hourly Invoice Deadline (Sunday at 23:59 UTC) each week. For Fixed-Price Work Orders, Panameer will charge the Business Plus Fee on the amount and at the time a Service Buyer funds a milestone or pays a bonus or expense. All other transactions subject to the Business Plus Fee, such as transactions for bonus or expense payouts, use of Panameer Payroll related to a marketplace Service Work Order, or use of any other service on the Site where displayed on the Site, will be assessed the Business Plus Fee at the time of invoice.
Panameer may charge a “Work Order Initiation Fee” for facilitating the formation of a new Business Plus Service Work Order between Service Buyer and Provider. The Work Order Initiation Fee can vary, depending on a variety of factors, learn more about the Work Order Initiation Fee here. Service Buyers will be charged the Work Order Initiation Fee shown and communicated to the Service Buyer on the Site before the Service Buyer elects to form the Service Work Order. The Business Plus Fee is not assessed on the Work Order Initiation Fee. The Work Order
Initiation Fee is not refundable
No refunds of fees already paid will be given; for example, if a funded project is canceled, payments made by a Service Buyer are released from the Service Buyer Escrow Account for any reason or refunded by a Provider, the Business Plus Fee will not be refunded.
At its sole discretion, Panameer may offer Service Buyers a different Business Plus Plan rate; any such rate must be explicitly communicated or agreed by an authorized representative of Panameer via email or a written agreement.
3.3 SERVICE BUYER INITIATED DIRECT Work Orders
Panameer may offer Service Buyers the option to engage eligible Providers through Service Buyer Initiated Direct Work Orders. Panameer will bill and charge Service Buyers a Direct Work Orders Fee of $49 for each active Service Work Order managed as a Service Buyer Initiated Direct Work Order in the prior month. Panameer will charge Service Buyers on the first of each month for each Service Buyer Initiated Direct Work Orders that was active in the prior month.
Membership plan fees, such as the Marketplace Fee or Business Plus Fee, apply to Service Buyer Initiated Direct Work Order engagements. Eligible Service Buyers may opt out at any time.
3.4 CHANGES TO SERVICE BUYER MEMBERSHIP PLANS OR RELATED FEES
Panameer reserves the right to change the the features and services included in the Basic Plan, Business Plus Plan, change the fees applicable to each Service Buyer 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 Panameer exercises its right to cancel a Service Buyer's Basic Plan or Business Plus Plan, Panameer 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.
3.5 TAXES
Where applicable, Panameer Global, Panameer International, or Payment Escrow may also collect taxes (such as VAT where applicable) on Marketplace Fee, Business Plus Fee, Work Order Initiation Fee, Direct Work Orders 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 Panameer in its sole discretion, Users may pay Provider Fees, Membership Fees, Marketplace Fees, and other fees owed under the Terms of Service from their designated bank accounts. Subject to Panameer’s eligibility requirements, if you elect to pay Provider 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.
If your designated bank account has not been used to initiate or receive any ACH transaction on the Site for a continuous period of twenty-four (24) months, we may inactivate your ACH payment method ("Dormant ACH UPM"). We will notify you before and upon inactivation. To restore ACH payment capability after inactivation, you must remove and re-add your bank account, which will require completion of a new account verification step. Inactivation of a Dormant ACH UPM does not affect your underlying Panameer account or any other payment methods you have on file.