If Service Buyer and Provider enter into an Hourly Work Order, if Service Buyer makes a bonus or expense payment to Provider, or if you use Panameer Payroll, this Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions (“Agreement”) applies.
To the extent permitted by applicable law, we may modify this Agreement, and the Escrow Instructions it contains, without prior notice to you, and any revisions to the Agreement will take effect when posted on the Site unless otherwise stated. Please check the Site often for updates.
This Agreement hereby incorporates by reference the Terms of Service. Capitalized terms not defined in this Agreement are defined in the User Agreement, elsewhere in the Terms of Service, or have the meanings given such terms on the Site. The Escrow Instructions in this Agreement do not apply to FixedPrice Escrow Accounts, except that they govern the making and receiving of bonus, expense and other miscellaneous payments for Fixed-Price Work Orders.
Escrow services are provided by Payment Escrow Inc. (“Payment Escrow”) pursuant to Internet Escrow Agent license no. 9635086, issued by the California Department of Financial Protection and Innovation.
1. DIGITAL SIGNATURE
By clicking to accept an Hourly Work Order or make a bonus payment, Service Buyer and Provider are deemed to have executed this Agreement electronically, effective on the date Provider clicks to accept an Hourly Work Order, pursuant to California Civil Code section 1633.8 and the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001, et seq., as amended from time to time (the "E-Sign Act"). Doing so constitutes an acknowledgement that Service Buyer and Provider agree to conduct the transaction electronically, and are able to electronically receive, download, and print this Agreement and the Escrow Instructions it contains.
A Service Buyer's election of a Work Order Value Adjustment through the Site's rate change flow constitutes an electronic signature and irrevocable instruction for purposes of this Agreement, effective upon the Service Buyer's confirmation of the rate change as described in Section 2.1.1 of the Fee and ACH Authorization Agreement.
2. MAKING OR RECEIVING AN HOURLY PAYMENT
2.1 WEEKLY HOURLY INVOICES
For Hourly Work Orders, the weekly billing cycle starts Monday at 00:00 midnight UTC and ends Sunday at 23:59 UTC. Invoices for hours recorded on Panameer in the Timesheet are generated each Monday following the week in which the hours were billed (the "Hourly Invoice Deadline"). Provider irrevocably authorizes and instructs Panameer, as its agent, to (i) create an invoice on behalf of Provider for payment due based upon the hours that the provider recorded in the Timesheet before the Hourly Invoice Deadline (such invoice, the "Hourly Invoice"); and (ii) submit the Hourly Invoice on behalf of Provider to Provider's Service Buyer for payment. For the avoidance of doubt, the “Timesheet” is the section of Panameer where hours can be recorded on an Hourly Work Order.
By recording time in the Timesheet and allowing an Hourly Invoice to be created based on the time recorded, Provider represents and warrants that (y) Provider has completed the applicable
Provider Services fully and satisfactorily; and (z) the hours Provider reports are true, accurate, and complete.
Work Order Value Adjustments. Where a Service Buyer has made a valid Work Order Value Adjustment election in accordance with Section 2.1.1 of the Fee and ACH Authorization Agreement, the hourly rate used to calculate the Hourly Invoice for all billing cycles after the effective date of the election is the Adjusted Rate as defined in that section, not the Provider's originally quoted rate. The Adjusted Rate is the rate of record for all purposes under these Escrow Instructions, including for the calculation of the Provider Service Fee deducted by Payment Escrow prior to crediting the Provider Escrow Account. The Work Order Value Adjustment election applies prospectively only, it does not apply to any billing cycle already invoiced, in the Dispute Period, or released prior to the effective date of the election. The Adjusted Rate replaces the previously agreed hourly rate for all subsequent billing cycles on the same Hourly Work Order and is irrevocable upon Service Buyer's confirmation of the rate change, as described in Section 2.1.1 of the Fee and ACH Authorization Agreement.
2.2 HOURLY INVOICE REVIEW
Service Buyer must review and approve or dispute the Hourly Invoice by 11:59 PM UTC of the Friday following submission of the Hourly Invoice. Payments will be held in escrow during the Dispute Period (defined below), providing four additional days to review and dispute the invoice before funds are released.
During the Dispute Period, Service Buyer may initiate a Dispute as to some or all of the time invoiced on the Hourly Invoice.
On the Friday of the week following submission of the Hourly Invoice, Service Buyer will be deemed to have approved all undisputed amounts on the Hourly Invoice, and irrevocably instructed Panameer’s Affiliate, Payment Escrow, to release escrow funds as described in this Agreement.
Notwithstanding the foregoing, all hours recorded and submitted by Payroll Employee on the Panameer website will be deemed approved by Service Buyer automatically, and Service Buyer authorizes and irrevocably instructs Payment Escrow to release payments for those hours to be paid to the Staffing Provider by Service Buyer's account each Monday following the week in which the hours were worked. Service Buyer may not reject time or file a Dispute for Payroll Employee time worked.
3. MAKING OR RECEIVING A BONUS OR EXPENSE PAYMENT
Service Buyer may also make a bonus, tip, expense, or other miscellaneous payment to Provider using the Site.
To make such a payment to a Provider, Service Buyer must follow the instructions and links on the Site and provide the information requested. If Service Buyer clicks to pay such a payment to Provider, Service Buyer irrevocably instructs Payment Escrow to and Payment Escrow will release escrow funds as described in this Agreement.
4. INSTRUCTIONS TO PAY IRREVOCABLE
Service Buyer’s instruction to Payment Escrow and its wholly owned subsidiaries to pay a Provider is irrevocable. Such instruction is Service Buyer’s authorization to transfer funds to Provider from the Service Buyer Escrow Account or authorization to charge Service Buyer’s Payment Method. Such instruction is also Service Buyer’s
representation that Service Buyer has received, inspected, and accepted the subject work or expense. Service Buyer acknowledges and agrees that upon receipt of Service Buyer’s instruction to pay Provider, Payment Escrow will transfer funds to the Provider and that Panameer, Payment Escrow, and other Affiliates have no responsibility to and may not be able to recover such funds. Therefore, and in consideration of services described in this Agreement, Service Buyer agrees that once Payment Escrow or its subsidiary has charged Service Buyer’s Payment Method, the charge is non-refundable.
5. RELEASE AND DELIVERY OF AMOUNTS IN ESCROW
In addition, Payment Escrow is authorized to and will release applicable portions of the Service Buyer Escrow Account (each portion, a “Release”) to the Provider Escrow Account, upon the occurrence of and in accordance with one or more Release Conditions provided below or as otherwise required by applicable law or the Terms of Service. The amount of the Release will be delivered to the Provider Escrow Account, in accordance with Provider’s and Service Buyer’s instructions, as applicable, these Escrow Instructions, and the other Terms of Service.
5.1 RELEASE CONDITIONS
As used in these Escrow Instructions, “Release Condition” means any of the following: 1. Service Buyer and Provider have submitted joint written instructions for a Release.
2. Service Buyer has approved all or a portion of the Provider's Hourly Invoice. This Release Condition will only apply to amounts invoiced by the Provider that Service Buyer has approved. Service Buyer’s failure to dispute an Hourly Invoice, or a portion of an Hourly Invoice, within the Dispute Period pursuant to this Agreement, or as otherwise provided in the Escrow Instructions, constitutes approval by the Service Buyer for purposes of this Release Condition.
3. Provider is a Payroll Employee and has submitted an Hourly Invoice under a Services
Work Order that involves the use of Panameer Payroll.
4. Panameer reviews Service Buyer's dispute of amounts invoiced on Provider's Hourly Invoice for an Hourly Work Order with Timesheets pursuant to this Agreement and determines (1) that the time is related to the Hourly Work Order requirements or Service Buyer's instructions and (2) that Provider met any applicable Work Product delivery deadline or provided 24 hours' advance notice of Provider's inability to meet the deadline.
5. Service Buyer initiates a Dispute with respect to Provider's Hourly Invoice for an Hourly Work Order without Timesheets pursuant to this Agreement and Service Buyer and Provider resolve the dispute without the assistance of Panameer.
6. Issuance of a final order of a court or arbitrator of competent jurisdiction from which appeal is not taken, in which case the funds will be released in accordance with such order.
7. We believe, in our sole discretion, that fraud, an illegal act, or a violation of Panameer's Terms of Service has been committed or is being committed or attempted, in which case Service Buyer and Provider hereby irrevocably authorize and instruct Payment 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 without limitation to return the funds associated with such acts to their source of payment.
6. PAYMENT PROTECTION
Panameer provides limited payment protection to Users as detailed in this Section 6 ("Hourly Payment Protection").
6.1 FOR PROVIDERS
In the rare event that a Provider’s Service Buyer does not make payment for legitimate services performed by a Provider, Panameer will provide Hourly Payment Protection to the Provider as detailed in this Section 6.1 as a membership benefit to foster fairness, reward loyalty, and encourage the Provider to continue to use the Site Services for their business needs. Hourly Payment Protection will be offered to a Provider only if all of the following criteria are met in Panameer's sole discretion: 1. Both Service Buyer and Provider must have agreed to use Timesheets upon acceptance of the Hourly Work Order, as part of the terms.
2. Service Buyer must have an Account in good standing and a valid and verified Payment Method at the start of the Hourly Work Order, and must agree to automatically pay for hours billed by Provider through Timesheets.
3. Provider's Account must be in good standing at the time of the payment at issue, including, for example, completion of the identity verification process, tax information, and any other similar requests or requirements.
4. Provider must have enabled and used Timesheets to document any and all hours covered
by the Hourly Payment Protection for Providers.
5. Prior to any Hourly Invoice being submitted, Provider must have annotated the screenshots documented in Timesheets sufficient to demonstrate the work relates to the Hourly Work Order.
6. The screenshots documented by Timesheets must be clearly related to the applicable Hourly Work Order requirements or Service Buyer instructions.
7. The number of hours billed in the Timesheets must be within the hours authorized in the Hourly Work Order for the week.
8. Provider must have rendered services in a professional and workmanlike manner in
accordance with the professional experience represented by Provider to Service Buyer.
9. Provider must have responded to Service Buyer communications relevant to the Work Product within 7 days, or have provided advance notice of Provider's extended absence.
10. Provider must have delivered the Work Product within the timeframe agreed upon with
Service Buyer or provided a minimum of 24 hours' advance notice to Service Buyer in the event Provider was unable to meet the deadline.
11. Within five days after notification of rejected or unpaid time, Provider must submit a Dispute specifically identifying the documented work not otherwise paid for by their Service Buyer through the Escrow Services.
Panameer will investigate and determine in its sole discretion whether the above terms and conditions are met.
Hourly Payment Protection does not apply to: (a) hours invoiced for work not agreed to or authorized by Service Buyer; (b) bonus payments; (c) refunds; (d) manual time; (e) time added after Service Buyer has disputed a billing and before the resolution of that dispute; (6) Fixed-Price Work Orders; (f) hours reported by Payroll Employees; (g) any payments on Hourly Work Orders where the Hourly Work Order or the services provided thereunder are prohibited by the Terms of Service; (h) hours billed by Providers whom Panameer believes, in its sole discretion, to be aware of or complicit in another User’s violation of this Agreement or the other Terms of Service; or (i) Providers whom Panameer believes, in its sole discretion, to be involved in actual fraudulent activities or abuse of this Payment Protection.
The maximum rate per hour protected by Panameer to Provider under the Hourly Payment Protection for Providers is the lesser of: (i) the rate provided in the Hourly Work Order terms (which, where a Work Order Value Adjustment is in effect, is the Adjusted Rate as defined in Section 2.1.1 of the Fee and ACH Authorization Agreement); (ii) the usual hourly rate billed by Provider on the Site across all Service Buyers; and (iii) the going rate for the same skills on the Site in Provider's area (such determination to be made in Panameer's sole discretion). The maximum amount of coverage under the Hourly Payment Protection for Providers for the life of a relationship between the same Service Buyer and Provider is $2,500 or 50 hours logged in Timesheet at Provider's average hourly rate billed to Service Buyer, based on whichever is less.
6.2 FOR SERVICE BUYERS
Provider authorizes and instructs Panameer to adjust the Hourly Invoice to remove invoiced hours that are not (a) clearly related to either the Hourly Work Order terms or work agreed to by the Service Buyer, and (b) within the hours authorized in the Hourly Work Order for the week, subject to and conditioned on the following terms: Both Service Buyer and Provider must agree to use Timesheets as part of the Hourly Work Order terms.
Service Buyer must have an Account in good standing and a valid and verified default Payment Method, and Service Buyer must agree to automatically pay for hours billed by Provider in the Hourly Invoices.
Additionally, Service Buyer must either: Within the Hourly Invoice Review Period, submit a Dispute specifically identifying the time billed that is not clearly related to either the Hourly Work Order requirements or Service Buyer instructions in the Timesheets, or else identify an agreed upon timeframe for delivery of Work Product that was not met and specify that Provider did not provide 24 hours' advance notice that the deadline would not be met; OR Have previously submitted a complaint that Provider has failed to render services in a professional and workmanlike manner in accordance with the professional experience represented by the Provider to the Service Buyer or has taken more than 7 seven days to respond
to Service Buyer communications relevant to the Work Product, without Provider having previously notified Service Buyer of Provider's extended absence.
Panameer will investigate and determine in its sole discretion whether the above terms and conditions are met.
Hourly Protection for Service Buyers only protects Service Buyer from the obligation to pay for Provider’s work if the documented hours worked are not clearly related to the Hourly Work Order requirements or Service Buyer instructions in the Timesheets. If Service Buyer has requested that the Provider use functionality of the Site or third-party software that hides, blurs, or distorts images in the Timesheet, the screenshots will be deemed to be “clearly related” to the Hourly Work Order requirements for purposes of the Service Buyer's eligibility for Hourly Payment Protection. Hourly Payment Protection for Service Buyers does not create any warranties, express or implied, beyond those expressly stated in the User Agreement.
Hourly Protection for Service Buyers does not apply to: (1) Fixed-Price Work Orders; (2) Hourly Work Orders using Panameer Payroll; or (3) hours billed by Providers who are aware of or complicit in another User's violation of this Agreement or the Terms of Service.
7. DISPUTES BETWEEN SERVICE BUYER AND PROVIDER
For Hourly Work Orders, Service Buyer may dispute Provider’s hours invoiced on the Hourly Invoice for the prior week (Sunday 12:00 a.m. midnight UTC to Sunday 11:59 p.m. UTC) during the five days following the close of the weekly invoice period (Monday 12:00 a.m. midnight UTC to Friday 11:59 p.m. UTC) (the “Dispute Period“). It is Service Buyer’s responsibility to review the Hourly Invoice of every Hourly Work Order on a weekly basis and to file any disputes during the Dispute Period. Once the Dispute Period expires, Service Buyer will be deemed to have accepted the Provider Services and Provider Fees and can no longer dispute them. Disputes handled by Panameer can only address the hours billed, not the quality of the Provider Services or the Work Product provided under Hourly Work Orders. If Service Buyer disputes Provider’s hours invoiced in the Hourly Invoice under an Hourly Work Order during the Dispute Period, Service Buyer and Provider are encouraged to resolve the dispute between themselves. If Service Buyer and Provider fail to come to a resolution, Panameer will promptly investigate the Hourly Invoice and determine, in our sole discretion, whether an adjustment is appropriate consistent with Service Buyer’s and Provider’s instructions in these Escrow Instructions. Panameer's determination of such dispute shall be final.
Panameer further reserves the right to review the Provider's work for 30 days prior to the date of the Dispute for compliance with Hourly Payment Protection requirements, to make adjustments to invoices, and to direct Payment Escrow to make appropriate releases to Service Buyer if it finds work that, in Panameer's sole discretion, clearly does not relate to Hourly Work Order requirements or to Service Buyer instructions in the Timesheets or violations of the Terms of Service during its review of the work.
If Service Buyer’s payment is unsuccessful, Panameer will review the Weekly Invoice to determine if it qualifies for Hourly Payment Protection. If Panameer, in its sole discretion, determines that the Weekly Invoice qualifies for Hourly Payment Protection, it will make payment to the Provider to cover the Hourly Invoice on behalf of the Service Buyer. In the event that Panameer makes payment on behalf of the Service Buyer, Provider hereby irrevocably assigns any right, title or interest in any payment from Service Buyer to Panameer for the amount paid by Panameer.
Service Buyer may choose to approve Provider’s Weekly Invoice prior to the end of the Dispute Period thereby releasing payment for the Weekly Invoice. If Service Buyer releases payment to Provider prior to the end of the Dispute Period, Service Buyer certifies that it approves the Weekly Invoice, accepts the work, and waives any further right to dispute the work or Weekly Invoice.
You acknowledge and agree that Payment Escrow or its Affiliates may, at its sole discretion, withhold or delay payment in the event of dispute between a Service Buyer and a Provider. You further acknowledge and agree that Panameer and Affiliates are not and will not be a party to any dispute between a Service Buyer and Provider over an Hourly Invoice or Hourly Work Order.
Service Buyers may not dispute hours worked with respect to any worker engaged as an employee through Panameer Payroll. The Dispute Period does not apply and payments are released immediately upon completion of the Hourly Invoice for the prior week for Hourly Work Orders where the Service Buyer has one or more Service Work Orders using Panameer Payroll.
8. REFUNDS AND CANCELLATIONS
Service Buyer and Provider are encouraged to come to a mutual agreement if refunds or cancellations are necessary. If there are no funds in escrow, Provider may issue a refund via the Panameer platform up to the full amount paid on the Hourly Work Order.
9. NOTICES
All notices to a User required by these Escrow Instructions will be made via email sent by Panameer to the User’s registered email address. Users are solely responsible for maintaining a current, active email address registered with Panameer, for checking their registered email address and for responding to notices sent by Panameer to the User’s registered email address.
10. COOPERATION WITH THE DISPUTES PROGRAM
All claims, disputes or other disagreements between you and another User are subject to the requirements of, and must be resolved in accordance with, the terms of Section 7 above covering Disputes Between Service Buyer and Provider. All claims filed or brought contrary to Section 7 will be considered improperly filed, unless otherwise required by law, and Panameer will have the right to take any other action, including suspension or termination of your User Account, as defined in Section 1.4 of the User Agreement, which may impact your ability to withdraw funds, and any other legal action as Panameer deems appropriate in its sole discretion.
11. ABUSE
Panameer, in its sole discretion, reserves the right to suspend or terminate your User Account, as defined in Section 1.4 of the User Agreement, immediately upon giving notice to you if Panameer believes you may be abusing the Disputes Program or as otherwise permitted by the Terms of Service, which may impact your ability to withdraw funds. However, any disputes for any Work Orders that existed prior to termination will be subject to the Terms of Service.
12. NO RESPONSIBILITY FOR SERVICES OR PAYMENTS
Panameer and Affiliates merely provide a platform for Internet payment services. Panameer and Affiliates do not have any responsibility or control over the Provider Services that Service Buyer purchases. Nothing in this Agreement deems or will be interpreted to deem Panameer or any Affiliate as Service Buyer’s or Provider’s agent with respect to any Provider Services, or expand or modify any warranty, liability or indemnity stated in the Terms of Service. For example, Panameer does not guarantee the performance, functionality, quality, or timeliness of Provider Services or that a Service Buyer can or will make payments.