Last Updated: July 25, 2023
Welcome to Basil!
If you are an individual that works for a larger enterprise, then you agree that your company has authorized you to agree with these Terms and that by agreeing to the terms and conditions, the company you represent is bound to the Terms and that you will comply with the Terms as well as the company you represent.
By using our Services, you agree to comply with these Terms. Our Services are only authorized for use by individuals who are at least 18 years of age. Therefore, by using the Services, you represent and warrant that you are at least 18 years of age. If you do not agree to these Terms, you may not use our Services. We may modify these Terms at any time in our sole discretion. You are responsible for periodically checking for changes and are bound by them if you continue to use Basil’s Services.
Basil is a new way to manage freelance relationships. We are an administrative platform that helps creative freelancers manage their businesses while helping the companies that hire creative freelancers onboard, engage and connect to their freelance networks.
For independent contractors, Basil is a payment facilitator and/or project booking platform. For Enterprise Clients, Basil is a contractor management and/or web-based two-sided marketplace which enables connections between Clients and Freelancers. “Clients” are individuals and/or businesses seeking to obtain services from Freelancers (“Projects”) and are therefore clients of Freelancers, and “Freelancers” are individuals and/or businesses seeking to perform services for Clients. Clients and Freelancers together are hereinafter referred to as “Users”. If you agree on the terms of a Project with another User, you and such other User form a service agreement directly between the two of you as discussed further in Section 2 of these Terms. We are not responsible for the success or failure of any Project booked through your use of our Services. Any Project created using our Services will be treated as a binding service agreement only between you and another party.
In order to book services through our platform (no matter whether you are a Freelancer seeking work or a Clientlooking to book talent) you will need to register with our Services here.
FREELANCERS ARE INDEPENDENT BUSINESS OWNERS. FREELANCERS ARE INDEPENDENT CONTRACTORS OF CLIENTS AND NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, INDEPENDENT CONTRACTORS OR FRANCHISEES OF BASIL. BASIL DOES NOT PERFORM PROJECTS AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM PROJECTS.
USERS HEREBY ACKNOWLEDGE THAT BASIL DOES NOT SUPERVISE, SCOPE, DIRECT, CONTROL OR MONITOR A FREELANCER’S WORK AND EXPRESSLY DISCLAIMS (TO THE EXTENT PERMITTED BY LAW) ANY RESPONSIBILITY AND LIABILITY FOR THE WORK PERFORMED AND THE PROJECTS IN ANY MANNER, INCLUDING BUT NOT LIMITED TO A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OR CONDITION OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, STATUTE, ORDINANCE, REGULATION, OR CODE.
Basilis not responsible for the performance or communications of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Projects, Freelancers, or Clients, nor of the integrity, responsibility, competence, qualifications, or any of the actions or omissions whatsoever of any Users, or of any ratings or reviews provided by Users with respect to each other. Basil makes no warranties or representations about the suitability, reliability, timeliness, or accuracy of the Projects requested or services provided by, or the communications of or between, Users, whether in public or private, via on- or off-line interactions, or otherwise howsoever.
You acknowledge and agree that a legally binding contract with another User (the “Service Agreement”) is formed when you and that User agree on the terms of a Project and enter a Scope of Work through the Platform. The terms of the Service Agreement include the terms set forth in the Scope of Work created through the Platform, the engagement terms proposed and accepted on the Platform, and any other contractual terms accepted by both the Freelancer and their Client to the extent such terms do not conflict with these Terms and do not expand Basil’s obligations or restrict Basil’s rights under these Terms. Basil is not a party to any Service Agreement and the formation of a Service Agreement will not, under any circumstances, create an employment or other service relationship between Basil and the Freelancer, nor will it create an employment relationship between the Client and the Freelancer. Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of Basil.
The Client shall pay their Freelancer in full for all Projects via the third-party payment service provider (the “PSP”) specified or approved by Basil to make or receive payment for services provided through the Basil Platform at the rates agreed to by the parties in the Service Agreement. Each User agrees to comply with the Service Agreement and these Terms during the engagement, performance and completion of a Project.
The Basil Platform is not an employment agency service or business and Basil is not an employer of any User. Freelancer acknowledges and confirms that they are responsible for exercising their own business judgment in entering into Service Agreements and performing Projects and that, depending on how they exercise such business judgment, there is a chance for individual profit or loss.
Users of the Basil Platform contract for Projects directly with other Users. Basil will not be a party to any contracts for Projects or services. Client, and not Basil, is responsible for payment for all Projects and services through the Basil Platform. Such payment must be made via the PSP. Basilis not obligated to compensate Freelancer for Client’s failure to pay for services.
The Basil Fees and Freelancer Fees, as discussed further in Section 10 of these Terms, must be paid through the PSP. Clients on the Basil Platform will be required to provide their payment method details to Basil and the PSP. Clients will be responsible for paying the invoice(s) for each Project.
Freelancers will be required to set up an account with the PSP, which may require any or all of the following: registration with the PSP, consent to the terms of service of the PSP, and completion of a vetting process and/or account validation at the request of the PSP. By accepting these Terms, each Freelancer agrees that they have downloaded or printed, and reviewed and agreed to, the PSP Services Agreement (the “PSP Services Agreement”). Please note that Basil is not a party to the PSP Services Agreement and that you, the PSP and any other parties listed in the PSP Services Agreement are the parties to the PSP Services Agreement and that Basil has no obligations, responsibility or liability to any Freelancer or other party under the PSP Services Agreement.
Basil reserves the right (but not the obligation) upon request from Client or Freelancer, or upon notice of any potential fraud, unauthorized charges or other misuse of the Basil Platform, to place on hold the payment of any Freelancer Fee, or arrange for the PSP to do so.
Users of the Basil Platform may be liable for any taxes or similar charges required to be collected and/or paid on the Project and/or fees provided under the Service Agreement. In certain jurisdictions, applicable rules may require that we collect or report tax and/or revenue information about you. You agree that Basil may issue on your behalf receipts or similar documentation to facilitate accurate tax reporting.
In order to provide you a safe and open community, we require all Users to follow our house rules when using our Services:
The list above is only illustrative and ultimately, Basil may deem, in its sole and lawful discretion, additional types of conduct to be objectionable and terminate Services to the User based on such.
If we believe you are misusing our Services or violate these Terms in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your use and access to our Services.
As between you and Basil, the content that you post to or through our Services (“User Content”) is yours and we don’t make any claim to it, subject to you granting Basil a worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to access, use, process, copy, distribute, perform, export, and display your User Content solely to the extent necessary to provide, support, improve, and promote our Services. You are solely responsible for your User Content and represent that you have all necessary rights to upload your User Content to our Services.
Basil does not endorse and is not responsible or liable for any information provided through the Services by other Users. You agree that should you use or rely on anything you receive through our Services, Basil is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with such use or reliance. You should make whatever investigation or other resources that you deem necessary or appropriate before completing a transaction through the Services.
If you have a dispute with another User of our Services or a third party, we encourage you to contact the other party and try to resolve the dispute amicably. We’re not responsible for the behavior of Basil Users or other third parties. You agree to release us from any and all liability for or relating to any interactions or dealings with another User or third party.
If you believe that your copyrighted work appears on our Services in a way that constitutes copyright infringement, please send a written notice containing the following information:
Please send your notice to the following address:
TeamHaus Co. dba Basil
32 Upham Avenue, Unit A
If you believe that a notice of copyright infringement has been improperly submitted against you, you may submit a written counter-notice containing the following information:
Your physical or electronic signature;
We have the right, but not the obligation, to monitor our Services to determine compliance with these Terms, the registration agreement, and any other operating rules or policies we have established and to satisfy any law, regulation or authorized government request. We have the right in our sole discretion to remove any User Content submitted to or posted on our Services. We reserve the right to restrict, suspend, or terminate your access if you misuse our Services or if you violate these Terms.
Basil is based in the State of Massachusetts and the State of New York in the United States and is subject to the laws of the United States. Our Services are intended primarily for persons and entities located in the United States. We make no claims that the Services or any of its content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws. You agree to release us from any and all liability arising from accessing our using our Services from outside the United States.
All fees and charges are final and nonrefundable.
When Users contract for services through our Platform, Basil is paid a fee according to our standard fee schedule posted HERE (“Basil Fees”). All other fees for services are between the Users.You agree to pay Basil Fees and if you are in the role of the Client, then you also agree to pay all fees agreed between you and the Freelancer according to the terms of the Service Agreement agreed between you and the Freelancer (“Freelancer Fees”). “Service Fees” refers to Basil Fees and Freelancer Fees collectively. Basil collects all Services Fees via the PSP. Once collected, there are no refunds or exchanges under any circumstances. We may change the Basil Fees and charges then in effect, or add new fees or charges, by giving you notice in advance.
The Services and the entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) comprising or relating to our Platform or our Services are owned by Basil, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services.
All third party trademarks (including logos and icons) referenced by Basil remain the property of their respective owners. Unless specifically identified as such, Basil’s use of third party trademarks does not indicate any relationship, sponsorship, or endorsement between Basil and the owners of these trademarks. All references by Basil to third party trademarks are to identify the corresponding third party goods and/or services and intended to constitute nominative fair use under applicable trademark laws.
Massachusetts law governs these Terms, without regard to the conflict of laws provisions. We make no representation that our Services are appropriate, legal or available for use in locations outside of the United States. If you choose to access our Services, you agree to do so subject to the laws of Massachusetts and the United States. Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Massachusetts. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
You acknowledge and accept that Basil doesn’t guarantee continuous, uninterrupted, or secure access to our Services and operation or use of our Service may be interfered with or adversely affected by numerous factors or circumstances outside of our control. Basil shall not be liable for any modifications, interruptions, outages, downtimes or disruptions to our Services. Basil reserves the right to modify or discontinue our Services with or without notice.
YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. NEITHER BASIL, NOR ITS DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, LICENSORS, AFFILIATES, PARENT OR RELATED COMPANIES (OR ANY OF THEIR RESPECTIVE EMPLOYEES OR SERVICE PROVIDERS) (COLLECTIVELY, THE “BASIL PARTIES”) REPRESENT OR WARRANT THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES AND/OR THE SERVICES OF ANY THIRD PARTY OR USER OF THE SERVICES, NOR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR PRODUCT PROVIDED THROUGH THE SERVICES. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY. NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS.
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL BASIL OR ANY OF THE BASIL PARTIES BE LIABLE FOR ANY DAMAGES WHATSOEVER, AND IN PARTICULAR THE BASIL PARTIES SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT OR INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, PERSONAL INJURY, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF GOODWILL, LOSS OF USE, OR MALFUNCTION ARISING OUT OF OR RELATED TO THE SERVICES WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF BASIL OR ANY OF THE BASIL PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SOME OF THE ABOVE LIMITATIONS MAY BE INAPPLICABLE. IN NO EVENT SHALL THE BASIL PARTIES’ LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT OF FEES A USER HAS PAID TO IT PURSUANT TO THE TERMS OVER THE TWELVE (12) MONTH PERIOD PRECEDING THE RELEVANT CLAIM.
IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
You agree to indemnify and hold the Basil Parties harmless from any claim or demand, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of (i) your use or misuse of, or inability to use the Platform or the Services; (ii) your infringement of any intellectual property or related rights; (iii) your violation of these Terms or your violation of any rights of a third party; (iv) your interactions with or conduct towards any other Users; (v) your violation of any applicable law, rules or regulations; or (vi) any content submitted by you or using your account to the Basil Platform, including but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. You agree that you will cooperate as reasonably requested by Basil in the defense of such claims. Basil reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by users. This indemnification section shall survive your termination of or cessation of use of our Services.
If any provision of these Terms are deemed unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected and shall remain valid and enforceable to the fullest extent under law. You agree that these Terms and any other agreements referenced herein may be assigned by Basil, in our sole discretion, to a third party in the event of a merger or acquisition. These Terms shall apply in addition to, and shall not be superseded by, any other written agreement between us in relation to your access and use of the Services.
We may revise and update these Terms at any time. Review our Terms periodically for changes. Your continued use of the Services will mean you accept the revised Terms.
No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by these Terms.
To expedite resolution and reduce the cost of any dispute, controversy or claim related to, arising from or regarding your use of the Basil Platform, your relationship with Basil, or these Terms (including previous versions), (a “Dispute”), you and Basil agree to first attempt to negotiate any Dispute informally for at least 30 days before initiating any out of court settlement (such as mediation or arbitration) or court proceeding. Such informal negotiations will commence upon written notice. Your address for such notices is the one associated with your account, with an email copy to the email address you have provided to Basil. Basil’s address for such notice is:
TeamHaus Co. dba Basil
32 Upham Avenue, Unit A
By using the Basil Platform, you agree to transact electronically through the Basil Platform. You also agree to the following: (i) your electronic signature is the legal equivalent of your manual signature and has the same legal effect, validity and enforceability as a paper-based signature; (ii) your use of a keypad, mouse or other device to select an item, button, icon or similar act/action, constitutes your signature as if actually signed by you in writing; and (iii) no certification authority or other third party verification is necessary to validate your electronic signature, and the lack of such certification or third party verification will not in any way affect the enforceability of your electronic signature.
If you have any questions or comments regarding our Services or these Terms, please contact us through our Intercom and a member of our Basil Customer Success Team will send you a response. You can also email us at firstname.lastname@example.org.
Thanks for using Basil!