TOUNCA LLC is an US limited liability company filed in Delaware (File number 5939668). Company is committed to create project marketplace solution as well as some other software and internet solutions. Where in these Terms and Conditions reference is made to "Tounca", "us", "our" or "we", reference is made to TOUNCA LLC.
Our mission is to democratize business solutions’ market, making possible for every company on the world to get the most applicable business software. In parallel we want to provide the best earning for experts all around the world, but at the same time the lowest cost for their clients.
Tounca operates a multi-sided digital project marketplace platform that is offered in several forms, including web-based and in the future available mobile applications (“Applications”). Among other things, the Tounca Marketplace Platform enables you to receive: (i) services rendered by Tounca that facilitate your connection to Tounca experts, independent third-party providers, including individuals and business as business solutions implementers (“Experts”), for the purchase of their services or products from Tounca Marketplace Platform, such as consulting, training or development services, and/or delivering subscribing licenses from many software vendors; (ii) connecting Expert to the project teams and providing project management services and/or tool for common managing projects or project supervision; and (ii) any related content or services, including payment processing and Customer Service. The Tounca Marketplace Platform and the Tounca content or services described in this Section are collectively referred to as the “Services”.
You acknowledge that Tounca is a company for business solutions implementations as well as some other related services available as offering on the Tounca Marketplace Platform, providing services through subcontracting our registered Experts (both Companies and/or Individuals) but use of the Tounca Marketplace Platform is only open to registered Users of the Tounca Marketplace Platform and not to the general public.
Tounca is not connected with any of software vendors (except in having the contract for selling their licenses or subscriptions), and we don’t give any preference to any of them. You are free to choose software vendor if you want this, but if you need advice from us, our recommendation will be based only on finding the most fit solution in accordance with your requirements. You can order any business software using Tounca Marketplace Platform. The same situation is with Experts you would like to engage, and we don’t have any preference to some of them. You can choose some specific or you can choose if you want company or individuals and/or let us offer the most fit with your requirements.
You acknowledge that independent Experts on the Tounca Marketplace Platform are not actual agents, apparent agents, ostensible agents, or employees of Tounca in any way, and they may be only subcontracted for specific project or other engagement, on case-by-case basis.
You also acknowledge that any security related effort, portal’s feature, process, policy, standard, or other effort undertaken by Tounca, in the interest of security of all our Users (whether required by applicable regulations or not), is not an indicia of an employment, actual agency, apparent agency, or ostensible agency relationship with an Expert on the Tounca Marketplace Platform or with the any software vendor.
These Terms of Service (“Terms”) are a binding legal agreement between you and Tounca that govern your use of the websites, applications, and other offerings from us (collectively, the “Tounca Marketplace Platform”).
The Tounca Marketplace Platform offers an online project marketplace that enables users (“Users”) to publish and offer services, and search for and order whole projects or some specific services. Users who publish and offer services are “Experts” and they can be individuals or companies. Users who search for, order, get proposal or use project’s implementations or services are “Clients.” Experts offer their services: support, training, configuration and similar (“Consulting”), coding and programming (“Development”), leading whole projects or their parts (“Project management”), deployment software on servers or cloud and support this process (“Administering”), providing accounting or bookkeeping service (“Accounting”) and a variety of other similar services applicable to the implementation, building, or using of business software (collectively “Expert Services”). You must register an account to access and use many features of the Tounca Marketplace Platform and must keep your account information accurate. As the provider of the Tounca Marketplace Platform, we do not own, control, offer or manage any offered service, except when we sign the contract with specific Expert on case-by-case basis. Tounca is part to the contract concluded between Client and Us and at the same time between Us and Expert(s), where direct contracting between Client and Expert(s) is no allowed. Tounca is not acting as an agent in any capacity for any User, except as specified in the Engagement and Payments Terms (“Payment Terms”). To learn more about Tounca’s role see Section 5.
If you act as an Expert, you are responsible for understanding and complying with all laws, rules, regulations, and contracts with third parties that apply to your Expert Services.
As a potential Client or existing Client, you must register an account to access and use features related with evaluation and getting proposals or later with project tracking on the Tounca Marketplace Platform. Registration is only permitted for legal entities, partnerships and official representatives who are 18 years or older. You represent and warrant that you are not a person or entity barred from using the Tounca Marketplace Platform under the laws of the United States, your place of residence, or any other applicable jurisdiction. You must provide accurate, current, and complete information during registration and keep your account information up-to-date. Registering in the company name you are also confirming that you are official representative of this company with the power of contract signing.
You may not register more than one account in your name related with the company you represent. You can register more times with different emails only if you represent more companies by the law. It is not allowed to transfer your account to someone else, but if you need to allow administration access to the company page, you can invite other person to do it, but only if this person is official represent of this company with power of signing the contract. You are responsible for maintaining the confidentiality and security of your account credentials and may not disclose your credentials to any third party. You are responsible and liable for activities conducted through your account and must immediately notify Tounca if you suspect that your credentials have been lost, stolen, or your account is otherwise compromised. If you don’t do this, all actions from your account will be treated as official actions of your company as our Client, until the moment when you notify us for such a case.
Complete process of making assessment, getting proposals, and signing the contract is free of charge for you. Tounca doesn’t require any money for its service from Client. We are here to help you finding the best solution and the best experts for its implementation. You will pay only for services and eventually license or software subscription. Tounca will not charge Client for the process of evaluating and providing the proposals.
You can make research using Tounca Marketplace Platform where you can find information about our experts, or how to start with evaluation and getting project as well as finding some advice.
When you decide to start with the evaluation, you will be asking for some criteria like (but not limited) the type of solution, company size, process overview, preferred architecture, types of experts you want to cooperate with, some other preferences… All these information is necessary to make the basic evaluation what kind of solution you exactly need. Before finishing with the evaluation process, you must register as a Client to continue with the process. From that moment you will be contacted withing 48 hours (counting only business days) to schedule a meeting with our expert to collect additional details about project you need and to finish the final assessment.
After making the final assessment, we will find minimum three (3) free comparable proposal from our qualified experts (companies or individuals, depending on your preferences, and eventually adding our services if necessary). Experts will be found based on your criteria making the most fit with you based on relevance you required. Relevance considers factors like price, availability, experience for specific industries, years of experience, reviews, implementation history, and more. As we are using the same assessment and the same proposal template these proposals will be really comparable and you cannot be tricked. Learn more about proposal’s results calling our Customer Service.
Any document you get from Tounca during or after the process of evaluation is Tounca’s property and you are not allowed to use them without Tounca’s consent. Consent Tounca may give you for its usage is always with the strictly aim and you cannot use them for any other purpose. Any contact with our Experts, you get from Tounca Marketplace can be used only through official Tounca communication channels and you cannot have any additional communication with them keeping in mind our Off-Portal Policy. Failure to do so is a breach of these Terms.
When you choose the best proposal, you will be invited to sign the contract with us. Signing the contract, you are agreeing to pay all charges for your project or service including the experts’ engagement price, license/subscription price, applicable fees like Tounca’s service fee, cancellation fee, taxes, and any other related costs based on accepted proposal or applicable US or local law (collectively, “Total Price”).
Payment will be done based on Payment schedule as a part of signed Contract. Payment schedule relates to the specific phases or other deliverables where you will know what you are paying. To avoid potential risks, you are also agreeing that Tounca will charge and collect security deposit before starting with first or any other phase. Deposit is your money kept in a special Tounca’s account as a guarantee for payment for the engagement. Money from your deposit account can be activated and paid to engaged experts only after your confirmation that contracted phase is finished. Experts will not be paid in advance.
For each of proposals you get, you will have related Project team (“Project Team”). Project Team is consisted of our Experts. Depending on your preferences, the Project team can be: (i) Company with its internal team, (ii) Virtual team consisted of different experts, or (iii) Mixed team consisted of Company and one or more independent experts. In all those cases, Tounca employees may be involved for eventually managing the project or the project supervision. You will get Project Team member’s names after you sign NDA agreement, you are not allowed to contact them out of Tounca Marketplace Platform and if you are contacted directly from them, you are in obligation to notify us. Project Team members cannot charge you any additional cost outside of Tounca Marketplace Platform.
Project (“Project”) term at the Tounca Marketplace Platform is related with temporary endeavor with a beginning when contract is signed and the first deposit is paid, and an end when you confirm all contracted tasks are finished, and it must be used to implement specific business solution, develop a unique business software, or providing specific agreed service. Even if the project has the clear scope, it can be extended during the project lifecycle on your request, but any extending of the project will result with extending the terms and additional costs.
After you paid the first deposit, tasks will be re-scheduled, their status will be changed from Planned to Start and, Experts will start working on them. For each of tasks where Experts are engaged, they will change status to WIP. For each task, Expert will provide proof that it is finished and change task’s status to Finished. After your review you can change status to Confirmed if everything is done as agreed. You can postpone confirmation if Expert didn’t finish task as agreed, but only if this is documented. You are not allowed to refuse confirmation of task based on your subjective opinion as all criteria must be objective. If you are not satisfied and you don’t want to confirm the status, you must provide comment with the explanation based on objective criteria.
Status for the complete Phase will be automatically changed to Finished once when all tasks in the related phase are confirmed from your side, but you must manually to change status for the Phase to the Confirmed (all about confirmation related with the task is applicable for the phase). When you confirm finishing the phase, Tounca will pay Experts for their work from your Security Deposit, and you will be requested for new deposit for the new phase if exists. After that all related with tasks and phases will repeat until the end of project. After the end of project, you will be asked the provide the Review and rate each of Experts as your feedback.
In general, if as a Client you cancel a project, the amount refunded to you is determined by the cancellation policy that applies to that project. But, in certain situations, other policies take precedence and determine what amount is refunded to you. If something outside your control forces you to cancel a project, you may be eligible for a partial or full refund under our Extenuating Circumstances Policy.
If you face issues on the Project and you think they cannot be solved with current Project Team, you can cancel only against the specific Expert and not whole Project. But in this case, it may require additional costs based on new Expert(s) engagements. If you decide to cancel the whole Project, you may read previous Section 3.3.1 for details.
If the Expert cancels, Tounca will engage another Expert, and you may eventually be eligible for a partial or full refund under the Cancellation and Refund Policy.
You may require for changing some of your requirements or to extend your project. This is allowed, but all these requests must be accepted by the Project Team, and they will require new due dates as well as new costs and sometimes even engagement of new Expert(s). In some of these situations, you will be required to sign the contract’s addendum with new conditions.
You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone from your internal project team. For example, this means: (i) you are responsible for non-confirming the task if everything is done by the contract, and (ii) you must act with integrity, treat others with respect, and comply with applicable laws at all times. If you added to your team someone outside of your company it will be treated as act as a Client as we cannot check your internal project team.
You acknowledge that many activities carry inherent risks and agree that, to the maximum extent permitted by applicable law, you assume the entire risk arising out of your access to and use of the Tounca Marketplace Platform and any Content (as defined in Section 6.2), including all your activities on with Experts and Tounca’s representees. This means it is your responsibility to investigate a proposal before starting project to determine whether it (solution and/or services) as well as service providers are suitable for you.
As an Individual Expert, Tounca offers you the opportunity to share your knowledge and experience
through services with our community of Clients - and earn money doing it. It’s easy to create your service offering and you are in control of how you want to work - set your price, availability, and rules for each service. In our community not having a company is not a weakness as you are allowed to work and make the contract through Tounca Marketplace Platform. As a registered Expert you have an obligation to provide the offer for requested task(s) in not more than seven (7) days after you get the request.
You may not register more than one account or transfer your account to someone else. If you are working as an individual (freelance or similar), but you hold the company, you should register as an individual and just add your company details for payment on the end of registration. If you are invited, you may connect your individual profile with some of companies on our portal, but you can continue to behave as an independent expert all the time keeping your privacy on the Tounca Marketplace Platform. You must enter your legal name in registration process, but you can choose to be presented only with your username keeping your privacy on the portal.
As an Expert Company, Tounca offers you the opportunity to share your professional services with our community of Clients - and earn money doing it. It’s easy to create your service offering and you are in control of how you want to work - set your price, availability, and rules for each service. If you have signed partnership with some of the vendors and specific status, let us know. As a registered Expert company has an obligation to provide the offer for requested task(s) in not more than seven (7) days after you get the request.
As you are requested to use personal account for registering as official represent of the company, you may not register more than one account in your name related with the company you represent. You can register more times with different emails only if you represent more companies by the law. It is not allowed to transfer your account to someone else, but if you need to allow administration access to the company page, you can invite other person to do it, but only if this person is official represent of this company with power of signing the contract.
During your registration process you will be required to enter number of your internal experts to show capability for projects’ delivering. You will be asked to verify your employees and you can have an active account only if you have minimum five (5) verified experts.
To keep your Profile on Tounca Marketplace Platform safe, signing-in to your Profile will be protected by password. You are responsible for maintaining the confidentiality and security of your account credentials and may not disclose your credentials to any third party. Tounca representatives will never ask you to provide your password to us or to a third party. Any message you receive or website you visit that asks for your password, other than the Tounca website should be reported to us. It is advisable to change your password regularly in order to reduce the risk of a security breach. We also advise you not to choose a password that is easily determined from information someone may know or gather about you.
The Tounca Marketplace Platform provides tools that make it easy for you to set up and manage your offering. You are responsible for your acts and omissions, for entering and keeping updated your expertise information, as well as your experience or languages and we shall not be liable for any loss arising out of your failure to do so. We may ask you at any time to confirm the accuracy of your information or to provide documents or other evidence verifying such information. This information may have an impact for choosing you for the projects, but you must enter only truthful information as you will have personal responsibility under the laws of the United States, your place of residence, or any other applicable jurisdiction if information is not accurate. Adding commercial condition to your profile, you agree that you can provide offered services for this amount and you gave us the authority to negotiate on your behalf with no waiver of subsequent rights. We recommend that you obtain appropriate insurance for your services and suggest you carefully Review Policy terms and conditions including coverage details and exclusions.
We may contact you by e-mail, via your Profile at the Tounca Marketplace Platform or in other ways described in the Section 6.12, with information or notices regarding your use of the Tounca Marketplace Platform. It is your responsibility to regularly check your Profile page online and the proper functioning of your e-mail account or other methods of communication that you have registered with Tounca and to promptly retrieve and read messages relating to your use of our services. Tounca will not be responsible for your inability to use the Tounca Marketplace Platform or our other services as a result of any failure to submit to, or notify us of a change in, your contact details in accordance with these Terms.
We may ask you for the feedback with intention to improve the Tounca Marketplace Platform, in details described in the Section 6.13.
Project Team consists of our Experts. Depending on our Client preferences, the Project Team can be: (i) Company with its internal team, (ii) Virtual team consisted of different experts, or (iii) Mixed team consisted of Company and one or more independent experts. Once when you get an information about the Client, you are not allowed to contact Client out of Tounca Marketplace Platform and if you are contacted directly from them, you are in obligation to notify us. Project Team or individual Expert cannot charge any additional cost to the Client outside of Tounca Marketplace Platform.
Experts (both individual and companies) give explicit permission to Tounca in creation of Project Team making the best offering for the Client. Only if the Company is working alone on the project, Company will have the full responsibility and right to create its internal project team.
When you accept a proposed Project or part of the Project or task or other service, or receive a service confirmation through the Tounca Marketplace Platform, you are entering into a contract with Us with an intention to work on contracted Project for the Client. You are as an Expert fully responsible for delivering your services under the Terms and at the price specified at your profile. Depending on the contract type you can be (i) engaged for whole Project, or (ii) for Project part(s) (phases or tasks). If you are not contracted for the whole Project, you will have other Experts as Virtual Team’s (“Virtual Team”) member for specific Project and you have an obligation to cooperate with them with the best intentions as a common team. Depending on number of Experts, we will sign contract with the Client subcontracting only you or more Experts. In the case of taking part in a Virtual Team, the entity and everyone who participates in providing services is responsible and liable as an Expert under these Terms. But contract between Us and you will explain in detail about independent obligations of you as an individual. You are also agreeing to pay applicable fees like Tounca’s service fee (and applicable taxes) for each service.
If you accept Terms or enter into contract, you represent and warrant that you are authorized to enter into contract for and bind your team, business or other organization, and that each entity you use is in good standing under the laws of the place where it is established. If you perform other functions, you represent and warrant that you are authorized to perform those functions.
To guarantee for your payout, Tounca will take the Security Deposit for each of phases on the phase beginning, but Tounca will provide your payout up to seven (7) days after Client confirms that phase is finished. Tounca will deduct service fee and other amounts you owe from your payout.
Your relationship with Tounca is that of an independent individual or entity and not an employee, agent, joint ventures, or partner of Tounca, except that Tounca has contracts with you using you as subcontractors on the Projects where Tounca control your activities on a Project and have obligation to pay you after confirmation of phases where you were engaged as described in the Engagement and Payments Terms. Tounca does not direct or control your professional services except in a case where you are subcontracted for the Project, and you accept leading role by Tounca. You agree that you have complete discretion to provide your expertise and availability outside of contract engagement, and at what price and on what terms to offer through your profile.
You are responsible for understanding and complying with any laws, rules, regulations, and contracts with third parties that apply to your services. Check your local rules to learn what rules apply to the services you plan to offer. Information we provide regarding legal requirements is for informational purposes only and you should independently confirm your obligations. You are responsible for handling and using personal data of Client in compliance with applicable privacy laws and these Terms, including our Privacy Standards and under the laws of the United States, client place of residence, your place of residence, or any other applicable jurisdiction. If you have questions about how local laws apply you should always seek legal advice.
You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you allow to participate in providing your services. You are responsible for setting your price and other information on your profile. Do not encourage Clients to create third-party accounts, submit reviews, provide their contact information, or take other actions outside the Tounca Marketplace Platform in violation of our Off-Portal Policy.
You acknowledge that providing services carries inherent risks and agree that you assume the entire risk arising out of your access to and use of the Tounca Marketplace Platform, offering services, or any interaction you have with other Users whether in person or online. You agree that you have had the opportunity to investigate the Tounca Marketplace Platform and any laws, rules, regulations, or obligations that may be applicable to your offered services and provided information on your profile and that you are not relying upon any statement of law made by Tounca.
In general, if a Client cancels a Project, the amount paid to you is determined by the cancellation policy that applies to that project. As an Expert, you should not cancel a Project activities without a valid reason under our Extenuating Circumstances Policy or applicable law.
If you cancel a Project without such a valid reason, we may impose a cancellation fee and other consequences. If: (i) a Client experiences a project issue (as defined by the Refund Policy), (ii) an Extenuating Circumstance arises, or (iii) a Project is cancelled under Section 6.5 of these Terms, the amount you are paid will be reduced by the amount we refund or otherwise provide to the Client, and by any other reasonable costs we incur because of the cancellation. If a Client receives a refund after you have already been paid, or the amount of the refund and other costs incurred by Tounca exceeds your payout, Tounca may recover that amount from you, including sending an invoice with a due date or by offsetting the refund against your future payouts. You agree that Tounca’s Refund Policy, Extenuating Circumstances Policy, and these Terms preempt the cancellation policy you set in situations where they allow for the cancellation and/or the issuance of refunds to Clients. If we reasonably expect to provide a refund to a Client under one of these policies, we may delay release of any payout for your engagement until a refund decision is made. See each Policy for details about what is covered, and what your payout will be in each situation. If your residence location is within the European Economic Area (“EEA”), Switzerland (“CH”) or the United Kingdom (“UK”), you have additional option and you may appeal a decision by Tounca by contacting our Customer Service.
Clients may require changing some of their requirements or to extend their project. Regular procedure for project modifications is to create change request (“Change Request”) for those requirements through the Tounca Marketplace Platform and they must be accepted by the Project Team on the Tounca Marketplace Platform or Tounca as a manager or supervisor on a Project. If Expert as a Project Team member accept requirement, this Expert and Client are responsible for this project modifications they agree to make via the Tounca Marketplace Platform or direct Tounca Customer Service to make on their behalf, and Client agrees to pay any additional amounts, fees or taxes associated with a Project modification.
All project modifications will require new due dates for other non-finished tasks as well as new costs and sometimes even engagement of new Expert(s). Depending on complexity of the project modifications, you will be required to sign only Change Request or the contract’s addendum.
As an Expert, you are responsible for determining and fulfilling your obligations under applicable laws to report, collect, remit, or include in your price any applicable VAT or other indirect taxes ("Taxes").
In certain jurisdictions, Tax regulations may require that we collect and/or report Tax information about you, or withhold Taxes from payouts to you, or both. If you fail to provide us with documentation that we determine to be sufficient to support any such obligation to withhold Taxes from payouts to you, we may withhold payouts up to the amount as required by law, until sufficient documentation is provided. You agree that Tounca may issue on your behalf invoices or similar documentation for VAT, GST, consumption, or other Taxes for your services to facilitate accurate tax reporting by you, or our Clients.
We offer a platform that enables Experts to publish and/or offer services with specific knowledge and experience, and Clients to search for, ask for and get proposals and order completely project or just some task or service (disposable or repeatable). As a part of Tounca Marketplace Platform, we are providing additional tools for easier and more smoothly delivering of projects, such as (i) finding the most fit business solution; (ii) contracting process; (iii) finding the most fit Experts (Company, or Individuals as a virtual project team); (iv) connecting experts to the most effective teams based on client requirements and preferences as well as expert’s knowledge, experience, location, or other characteristics; (v) automated project management tool for virtual teams; or (vi) being virtual partner; or similar. As a part of Tounca Marketplace Platform, we are also providing services for delivering of projects or other services, such as (i) providing full projects or partial implementations through subcontracting Experts (Company, or Individuals as a virtual project team); (ii) providing project management using our automated project management tool; (iii) or providing project supervision; (iv) providing other services (disposable or repeatable) related with implementation (consulting, training, programming, and similar) or using business software (accountants or other operators); and (v) keeping security deposit and payment processing for our subcontractors.
When Clients prepare their requirements and accept proposals or/and when Experts offer their services for whole task or project, or just part of the project together with other experts, they are entering into a contract on the following way (i) Client will sign the contract with us having the knowledge that we are not implementers and we are subcontracting Experts for the project, keeping Client informed who these Experts are; and (ii) Expert(s) will sign the contract with us as a subcontractor for specific engagement for well-known Client as only one party or with other Experts. Tounca is not acting as an agent for any User and our relationship with the Experts is on the independent contractor basis, except for where Tounca acts as provided in the Engagement and Payments Terms. While we work hard to ensure our Users have great experiences using Tounca Marketplace Platform, we do not and cannot control the conduct or performance of Clients and Experts and do not guarantee (i) the existence, quality, safety, suitability, or legality of any offered services or (ii) the truth or accuracy of any offered expertise, experience, project reference, language, or current location, Reviews, or other Content provided by Users. You acknowledge that Tounca has no general obligation to monitor the use of the Tounca Marketplace Platform and verify information provided by our Users, but has the right to review, disable access to, remove, or edit Content to: (i) operate, secure and improve the Tounca Marketplace Platform (including for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) address User Content that we determine is harmful or objectionable; (v) take actions set out in these Terms; and (vi) maintain and enforce any quality or eligibility criteria, including by removing offered services that don’t meet quality and eligibility criteria. Where we remove or disable Content, we will notify a User and provide the reasons for such a measure, unless such notification would (i) prevent or impede the detection or prevention of fraud or other illegal activities, (ii) harm the legitimate interests of other Users or third parties, or (iii) contravene applicable laws. You may appeal such a decision by contacting our Customer Service.
Users agree to cooperate with and assist Tounca in good faith, and to provide Tounca with such information and take such actions as may be reasonably requested by Tounca with respect to any investigation undertaken by Tounca regarding the use or abuse of the Tounca Marketplace Platform. Tounca may change own and User’s roles as well as all mentioned information in each contract for unique project.
As Tounca is committed to provide the best environment for all our users, we and our users require your feedback. After each provided and finished project and/or service, Clients and Experts will have an opportunity to review each other. Your Review must be accurate and may not contain any discriminatory, offensive, defamatory, or other language that violates our Content Policy or Review Policy. Reviews are not verified by Tounca for accuracy and may be incorrect or misleading.
Tounca may charge fees (and applicable Taxes) to Experts and Clients for use of the Tounca Marketplace Platform. More information about when service fees apply and how they are calculated can be found on our Pricing and Fees and Cancellation and Refund Policies. The Pricing and Fees Policy (“Pricing and Fees”) are incorporated herein by reference and form part of these Terms and Conditions. Except as otherwise provided on the Tounca Marketplace Platform, service fees are non-refundable. Tounca reserves the right to change the service fees at any time and will provide Users notice of any fee changes before they become effective. Fee changes will not affect project or other services started prior to the effective date of the fee change. If you disagree with a fee change you may terminate this agreement at any time pursuant to Section 6.5.1.
If the deduction of Fees results in a negative balance at your account, you will be required to repay such negative balance. Failure to do so is a breach of these Terms. Repayment of the negative balance is due immediately, however, we reserve the right at any time to send you reminders or to take other debt collection measures including but not limited to instructing a debt collection agency or attorneys or to pursue legal action. We reserve the right to charge you expenses we have reasonably incurred in connection with any debt collection or enforcement efforts.
You must follow these rules and must not help or induce others to break or circumvent these rules.
If you believe that a User, Service offering or any Content poses an imminent risk of harm to a person, business, or property, you should immediately contact local authorities before contacting Tounca. In addition, if you believe that a User, Service offering or any Content has violated our Standards, you should report your concerns to Tounca. If you reported an issue to local authorities, Tounca may request a copy of that report. Except as required by law, you agree that we are not obligated to take action in response to any report.
Each of Users is personally responsible if their Content infringes copyrights and Tounca doesn’t encourage anybody to make this kind of content. If you believe that Content on the Tounca Marketplace Platform infringes copyrights, please notify us in accordance with our Copyright Policy.
When you create an account, either as a Client or as an Expert, be sure your intention is to make a business with and/or via Tounca. You must exist as real person or/and your company must exist. If you create account with a misleading intention as for example (i) with the aim of obtaining an offer to compare conditions or prices or other elements with your own or with third-parties; (ii) to learn process of pre-evaluations with the aim of reversal engineering or making similar process or showing the process publicly; (iii) to scan the type of information we get from our experts to make own offering more competitive; Tounca may, with or without prior notice authorize attorneys to pursue legal action or the order or request of a court, law enforcement, or other administrative agency or governmental body.
The agreement between you and Tounca reflected by these Terms is effective from the moment when you created an account on the Tounca Marketplace Platform and remains in effect until either you or we terminate the agreement in accordance with these Terms.
You may terminate this agreement at any time by sending us an email or by deleting your account. Tounca may terminate this agreement and your account for any reason by giving you 30 days’ notice via email or using any other contact information you have provided for your account. Tounca may also terminate this agreement immediately and without notice and stop providing access to the Tounca Marketplace Platform if (i) you breach these Terms, (ii) you violate our Policies, (iii) you violate applicable laws, or (iv) we reasonably believe termination is necessary to protect Tounca, its Users, or third parties (for example in the case of fraudulent behavior of a User). If your account has been inactive for more than two years, we may terminate your account without prior notice.
If (i) you breach these Terms, our Policies, or our Standards, (ii) you violate applicable laws, regulations, or third-party rights, (iii) you have repeatedly received poor Reviews or Tounca otherwise becomes aware of or has received complaints about your performance or conduct, (iv) you have repeatedly cancelled confirmed projects or services or failed to respond to requests for proposal without a valid reason, or (v) Tounca believes it is reasonably necessary to protect Tounca, its Users, or third parties; Tounca may, with or without prior notice:
For minor violations or where otherwise appropriate as Tounca determines in its sole discretion, you will be given notice of any intended measure by Tounca and an opportunity to resolve the issue. You may appeal actions taken by us under this Section by contacting Tounca Customer Service. If a project or other engagement is cancelled under this Section, the amount paid to the Expert will be reduced by the amount we refund or otherwise provide to the Client, and by any other costs we incur as a result of the cancellation.
Tounca may take any action it determines is reasonably necessary to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body, including the measures described above in Section 6.5.2.
If you are an Expert and terminate your Tounca account, any confirmed project(s) and any other confirmed engagement(s) will be automatically cancelled, and our Client connected with the cancelled project or service will receive a full refund. If you terminate your account as a Client, any confirmed project(s) will be automatically cancelled, and any refund will depend upon the terms of the project’s cancellation policy. When this agreement has been terminated, you are not entitled to a restoration of your account or any of your Content. If your access to or use of the Tounca Marketplace Platform has been limited, or your Tounca account has been suspended, or this agreement has been terminated by us, you may not register a new account or access or use the Tounca Marketplace Platform through an account of another User.
Parts of these Terms that by their nature survive termination, will survive termination of this agreement, including Sections 3 through 7.
If your residence location is within the EEA, CH or UK, you have additional option and if Tounca takes any of the measures described in this Section 6.5 you may appeal such a decision by contacting our Customer Service.
Tounca may modify these Terms at any time. When we make material changes to these Terms, we will post the revised Terms on the Tounca Marketplace Platform and update the “Last Updated” date as well as “Version” number at the top of these Terms. We will also provide you with notice of any material changes by email at least 30 days before the date they become effective. If you disagree with the revised Terms, you may terminate this agreement immediately as provided in these Terms. If you do not terminate your agreement before the date the revised Terms become effective, your continued access to or use of the Tounca Marketplace Platform will constitute acceptance of the revised Terms.
We will keep all Terms being active with version numbers and dates of activity and validity.
If a User provides evidence that another User damaged their real or personal property ("Damage Claim"), the complaining User can seek compensation through the Resolution Center. If the complaining User escalates a Damage Claim to Tounca, the other User will be given an opportunity to respond. If the responding User agrees to pay, or Tounca determines in its sole discretion that they are responsible for the Damage Claim, Tounca can collect any sums required to cover the Damage Claim from the responding User and/or against any security deposit. You agree that Tounca may seek to recover from you under any insurance policies you maintain, and that Tounca may also pursue against you any remedies it may have available under applicable law. You agree to cooperate in good faith, provide any information Tounca requests, execute documents, and take further reasonable action, in connection with Damage Claims, User complaints, claims under insurance policies, or other claims related to your provision or use of your services. If your residence location is within the EEA, CH or UK, you have additional option and you may appeal a decision by Tounca by contacting our Customer Service; any decisions made by Tounca in relation to a Damage Claim do not affect your contractual and statutory rights; your right to take legal action before a court of law remains unaffected.
We provide the Tounca Marketplace Platform and all Content “as is” without warranty of any kind and we disclaim all warranties, whether express or implied. For example: (i) we do not endorse or warrant the existence, conduct, performance, safety, quality, legality or suitability of any Client, Expert, Service, Experience, Knowledge, or third party; (ii) we do not warrant the performance or non-interruption of the Tounca Marketplace Platform; and (iii) we do not warrant that verification, identity or background checks conducted on services or Users (if any) will identify past misconduct or prevent future misconduct. Any references to a User or Service or Previous projects being "verified" (or similar language) indicate only that the User or Service or Tounca Marketplace Platform has completed a relevant verification or identification process and nothing else. We behave in a good faith trying to keep the malicious behavior out of Tounca Marketplace Platform, but we cannot guarantee for Users and their Service and engagements. The disclaimers in these Terms apply to the maximum extent permitted by law. If you have statutory rights or warranties we cannot disclaim, the duration of any such statutorily required rights or warranties, will be limited to the maximum extent permitted by law.
Neither Tounca (including its affiliates and personnel) nor any other party involved in creating, producing, or delivering the Tounca Marketplace Platform or any Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) the use of or inability to use the Tounca Marketplace Platform or any Content, (iii) any communications, interactions or meetings you may have with someone you interact or meet with through, or as a result of, your use of the Tounca Marketplace Platform, or (iv) publishing or offering a service, whether based on warranty, contract, tort (including negligence), any product or software license liability or any other legal theory, and whether or not Tounca has been informed of the possibility of such damage, even if a limited remedy set out in these Terms is found to have failed of its essential purpose.
Except for our obligation to (i) provide services from subcontracted Experts in agreed duration, and (ii) make a payment to our subcontracted Experts under these Terms, in no event will Tounca’s aggregate liability for any claim or dispute arising out of or in connection with these Terms, your interaction with any Users, or your use of or inability to use the Tounca Marketplace Platform, any Content, exceed: (a) to Clients, the amount you paid as a Client during the 2-month period prior to the event giving rise to the liability, (b) to Experts, the amount paid to you as an Expert in the 2-month period prior to the event giving rise to the liability, or (c) to anyone else, one hundred U.S. dollars (US$100).
These limitations of liability and damages are fundamental elements of the agreement between you and Tounca. If applicable law does not allow the limitations of liability set out in these Terms, the above limitations may not apply to you.
To the maximum extent permitted by applicable law, you agree to release, defend (at Tounca’s option), indemnify, and hold Tounca (including other affiliates, and their personnel) harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) your breach of these Terms (including any supplemental or additional terms that apply to a product or feature) or our Policies or Standards, (ii) your improper use of the Tounca Marketplace Platform, (iii) your interaction with any User, including without limitation any losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, participation or use, (iv) your failure, or our failure at your direction, to accurately report, collect or remit Taxes, or (v) your breach of any laws, regulations or third party rights such as intellectual property or privacy rights.
Our Refund Policy, Content Policy, Nondiscrimination Policy, Extenuating Circumstances Policy, Policies, Standards and other supplemental policies and terms linked to in these Terms apply to your use of the Tounca Marketplace Platform, are incorporated by reference, and form part of your agreement with Tounca.
Except as they may be supplemented by additional terms, conditions, policies, guidelines, standards, and in-product disclosures, these Terms (including those items incorporated by reference) constitute the entire agreement between Tounca and you pertaining to your access to or use of the Tounca Marketplace Platform and supersede any and all prior oral or written understandings or agreements between Tounca and you. These Terms do not and are not intended to confer any rights or remedies upon anyone other than you and Tounca. If any provision of these Terms is held to be invalid or unenforceable, except as otherwise indicated in Section 7.2.11, such provision will be struck and will not affect the validity and enforceability of the remaining provisions. Where the word “will” is used in these Terms it connotes an obligation with the same meaning as “shall.”
Tounca’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
You may not assign, transfer, or delegate this agreement or your rights and obligations hereunder without Tounca's prior written consent. Tounca may without restriction assign, transfer or delegate this agreement and any rights and obligations hereunder, at its sole discretion, with 30 days’ prior notice.
Unless specified otherwise, any notices or other communications to Users permitted or required under this agreement, will be provided electronically, and given by Tounca via email, Tounca Marketplace Platform notification, messaging service (including SMS), or any other contact method we enable, and you provide.
The Tounca Marketplace Platform may contain links to third-party websites, applications, services, or resources (“Third-Party Services”) that are subject to different terms and privacy practices. Tounca is not responsible or liable for any aspect of such Third-Party Services and links to such Third-Party Services are not an endorsement.
Content made available through the Tounca Marketplace Platform may be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge that all intellectual property rights for that Content are the exclusive property of Tounca and/or its licensors and agree that you will not remove, alter, or obscure any copyright, trademark, service mark or other proprietary rights notices. You may not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit any Content accessed through the Tounca Marketplace Platform except to the extent you are the legal owner of that Content or as expressly permitted in these Terms. Subject to your compliance with these Terms, Tounca grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access and view the Content made available on or through the Tounca Marketplace Platform and accessible to you, solely for your personal and non-commercial use.
Tounca shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, or disease, strikes or shortages of transportation facilities, fuel, energy, labor, or materials.
To the fullest extent permitted by law, these Terms and any other agreements, notices, or other communications from Tounca to you regarding our services being offered ("Communications") may be provided to you electronically, and you consent and agree to receive Communications in an electronic form. Electronic Communications may be posted on the pages within the Tounca website and/or delivered to your email address. You can print a paper copy of or download any electronic Communication and retain it for your records. All Communications in electronic format will be considered to be “in writing,” and to have been received no later than five (5) business days after posting or dissemination, whether or not you have received or retrieved the Communication. Tounca reserves the right to provide Communications in paper format. Your consent to receive Communications electronically is valid until you revoke your consent by notifying us. If you revoke your consent to receive Communications electronically, we may terminate your right to use the Tounca Marketplace Platform or other connected services, and you accept sole liability for any consequence resulting from suspension or termination of the using of Tounca Marketplace Platform, to the extent permitted by law.
We usually communicate to you via e-mail or by posting messages to the Profile section of the Tounca Marketplace Platform. For this purpose, you must always maintain at least one valid e-mail address. You are required to check for incoming messages regularly and frequently. Messages may contain links to further communication on our website. Any communication or notice sent by e-mail will be deemed received by you on the same day if it is received in your e-mail inbox or is posted to your Profile before 4:30 pm on a Business Day (based on your time-zone). If it is received after 4:30pm on a Business Day or at any other time, it will be deemed received on the next Business Day.
Where legislation requires us to provide information to you on a durable medium, we will either send you an e-mail (with or without attachment) or send you a notification pointing you to information on our website in a way that enables you to print and retain the information or another format that can be retained by you permanently for future reference. You are required to keep copies of all communications we send or make available to you.
You can request a copy of the current Terms and Conditions or any other contractual document relevant to you by contacting Tounca Customer Service.
In order to view emails, you need a computer with e-mail software that can display e-mails in HTML format. We may also send you attachments in Adobe Systems Inc.’s Portable Document Format (PDF), for which you need Adobe’s Acrobat Reader, which can be downloaded for free at www.adobe.com.
If you are unsure whether a communication is originating from us, please contact Tounca Customer Service.
We may make available different languages for communication, but we reserve the right to communicate with you in English and you will always accept communications made to you in English. Documents or communications in any other languages are for convenience only and shall not constitute an obligation on us to conduct any further communication in that language.
Apart from communicating via e-mail, we may contact you via letter, telephone, SMS, or mobile phone, where appropriate. Any communication or notice sent by post will be deemed received three (3) days from the date of posting. Any communication or notice sent by SMS will be deemed received the same day. In the U.S. if you consent to receive SMS (text messages) from us, you will be subject to our SMS Terms.
You may also receive promotional emails or emails with information about new services or features we will run on the Tounca Marketplace Platform from us. No fee is charged for these promotional emails. You can control whether you receive promotional emails using the preferences in your account settings – “Get notified”.
You may contact us at any time by sending a message to Tounca Customer Service via the “Contact Us” links on our website or by calling +1 (650) 666-2890.
As Tounca respects your rights to your ideas, please do not submit any confidential ideas, information, or suggestions in any form to Tounca or any of its affiliates. For any ideas, information, or suggestions you do submit, regardless of what your communication regarding your submissions says, you understand that your submissions are voluntary and the following terms shall apply to your submissions: (i) your submissions and their contents will automatically become the property of Tounca, without any compensation to you; (ii) Tounca has no obligation to review your submissions; (iii) Tounca may implement and distribute any portion of your submissions and their contents for any purpose in any way, without any compensation to you; and (iv) Tounca has no obligation to keep your submissions confidential.
If you reside or have your place of establishment in the United States, these Terms will be interpreted in accordance with the laws of the State of Delaware and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the arbitration agreement in Section 7.2 must be brought in Court of Chancery in Dover, Delaware or in United States District Court for the District of Delaware, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Dover, Delaware.
If you reside or have your place of establishment outside of the United States but doing business with Us as a Client or as an Expert, you agree to submit to the exclusive jurisdiction of the Court of Chancery in Dover, Delaware or in United States District Court for the District of Delaware, unless we both agree to some other location.
This Arbitration Agreement only applies to you if your country of residence or establishment is the United States. If your country of residence or establishment is not the United States, and you nevertheless attempt to bring any legal claim against Tounca in the United States, this Arbitration Agreement will apply for determination of the threshold issue of whether this Section 7.2 applies to you, and all other threshold determinations, including residency, arbitrability, venue, and applicable law.
Tounca is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom this Section 7.2 applies: (1) an informal negotiation directly with Tounca’s Customer Service team (described in paragraph 7.2.3, below), and if necessary (2) a binding arbitration administered by the American Arbitration Association (“AAA”). You and Tounca each retain the right to seek relief in small claims court as an alternative to arbitration.
At least 45 days prior to initiating an arbitration, you and Tounca each agree to notify the other party of the dispute in writing and attempt in good faith to negotiate an informal resolution. You must send your notice of dispute to Tounca by mailing it to Tounca’s registered agent: A Registered Agent, Inc., 8 The Green, Suite A, Dover, Delaware 19901. Tounca will send its notice of dispute to the email address associated with your Tounca account. A notice of dispute must include: the party’s name and preferred contact information, a brief description of the dispute, and the relief sought. If the parties are unable to resolve the dispute within the 45-day period, only then may either party commence arbitration by filing a written Demand for Arbitration (available at www.adr.org) with the AAA and providing a copy to the other party as specified in the AAA Rules (available at www.adr.org).
You and Tounca mutually agree that any dispute, claim, or controversy arising out of or relating to these Terms or the applicability, breach, termination, validity, enforcement, or interpretation thereof, or any use of the Tounca Marketplace Platform, offered services, or any Content (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Tounca agree that the arbitrator will decide that issue.
You and Tounca each agree that the following causes of action and/or claims for relief are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction (as defined by Section 7.1): (i) any claim or cause of action alleging actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) any claim or cause of action seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack); or (iii) a request for the remedy of public injunctive relief. You and Tounca agree that the remedy of public injunctive relief will proceed after the arbitration of all arbitrable claims, remedies, or causes of action, and will be stayed pending the outcome of the arbitration pursuant to section 3 of the Federal Arbitration Act.
This Arbitration Agreement evidences a transaction in interstate commerce and the Federal Arbitration Act governs all substantive and procedural interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org. In order to initiate arbitration, a completed written demand (available at www.adr.org) must be filed with the AAA and provided to the other party, as specified in the AAA rules.
In order to make the arbitration most convenient to you, Tounca agrees that any required arbitration hearing may be conducted, at your option: (a) in Kent County; (b) via phone or video conference; or (c) if all parties agree, by solely the submission of documents to the arbitrator.
Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. Either party may make a request that the arbitrator award attorneys’ fees and costs upon proving that the other party has asserted a claim, cross-claim or defense that is groundless in fact or law, brought in bad faith or for the purpose of harassment, or is otherwise frivolous, as allowed by applicable law and the AAA Rules.
The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award any relief allowed by law or the AAA Rules, but declaratory or injunctive relief may be awarded only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
You and Tounca acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
You and Tounca acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative or consolidated proceeding. Unless we agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If there is a final judicial determination that applicable law precludes enforcement of the waiver contained in this paragraph as to any claim, cause of action or requested remedy, then that claim, cause of action or requested remedy, and only that claim, cause of action or requested remedy, will be severed from this agreement to arbitrate, and will be brought in a court of competent jurisdiction. In the event that a claim, cause of action or requested remedy is severed pursuant to this paragraph, then you and we agree that the claims, causes of action or requested remedies that are not subject to arbitration will be stayed until all arbitrable claims, causes of action and requested remedies are resolved by the arbitrator.
Except as provided in Section 7.2.11, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision will be severed and the remainder of the Arbitration Agreement will be given full force and effect.
If Tounca changes this Section 7.2 after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject that change by sending us written notice (including by email) within 30 days of the date the change is effective. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and Tounca (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and Tounca.
Except as provided in Section 7.2.12 and subject to Section 6.5.5, this Section 7.2 will survive any termination of these Terms and will continue to apply even if you stop using the Tounca Marketplace Platform or terminate your Tounca account.