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Commercial Terms

Last Updated: April 4, 2022

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The following terms (these “Commercial Terms”) govern payments you make or receive through www.saywhatt.com (the “Platform”), operated by Saywhatt Online Ltd., with offices at 40 Sderot Chen, Tel Aviv, Israel./Inc. (“Company”, “we” or “us”).

Please read these Commercial Terms carefully before making or receiving payments through the Platform. By making or receiving payments through the Platform, you accept and agree, on behalf of yourself or on behalf of your employer or any other entity (if applicable), to be bound and abide by these Commercial Terms. These Terms are supplemental to our Terms of Service.  

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1. Key Terms

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Capitalised terms used but not defined herein shall have the respective meanings given to them in the Terms of Service. 

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  • "Company Balance" means the aggregated amount of your Revenue as an Expert and/or returned payments from canceled Bookings as a User.

  • "Payment Services Provider(s)" means service providers that provide payment services to Users and Experts in connection with the Company platform, including with respect to collection of funds from Users in connection with purchases, remittance and withdrawal of funds to Experts, currency exchange services in connection with payments and withdrawals in local currencies, and the holding of funds in connection with Company Balances.

  • "Revenue" means the money that Experts earn from completed Bookings and that is transferred to them from the platform, subject to these Terms. 

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   2. Receiving Payments

   a. General 

  • Each Session you sell and successfully complete, accredits your account with revenue equal to 80% of the purchase amount.

  • Company accredits Experts for each Completed Booking. See the "Definitions” section in the Terms of Service for a definition of a "Completed Booking".

  • After a Completed Booking, a User will not be entitled to receive a refund. If a Booking is canceled (for any reason), the funds paid will be returned to the User via the original payment method used when booking, within 48 hours after the Booking cancellation is verified by Customer care.

  • Experts are responsible for paying any direct or indirect taxes, including any GST, VAT or income tax, which may apply to them depending on residency, location or otherwise, under provisions of their jurisdiction. Experts represent and warrant that they comply, and will comply at all times, with their obligations under income tax provisions in their jurisdiction. The price shown at the Expert’s page is inclusive of all such taxes and charges that may apply to the Experts.

  • Appointment as Limited Payment Collection Agent: Expert hereby appoints Company as Expert’s limited authorized payment collection agent solely for the purpose of accepting payments (via its Payment Services Provider, if applicable) from User, and remitting those payments to Expert. Expert agrees that payment from User to Company shall be considered the same as if made directly to Expert. User’s payment obligation to Expert will be satisfied upon receipt of payment by Company (or its Payment Services Provider, as applicable), and Company (via its Payment Services Provider, as applicable) is responsible for remitting the funds to the Expert in the manner described in these Commercial Terms. In the event that Company (via Payment Services Provider) does not remit any such amounts to Expert, the Expert will have recourse only against Company and not the User directly. Expert agrees that Company may describe or otherwise reflect the terms contained herein in any terms of service, receipts, disclosures, or notices including, but not limited to, receipts provided to Users that Company may deem necessary or prudent.

  • Company partners with Payment Services Providers for purposes of collecting payments from Users, transferring such payments from Users to Experts, and holding funds in connection with Company Balances. All payments services in connection with the withdrawal of funds on the Company platform are performed by Company's Payment Services Providers.     

 

    b. Withdrawing Revenues

  • To withdraw your revenue, you must have an account with a Company Payment Service Providers for the withdrawal methods listed below. All funds eligible for Withdrawal will be held on your behalf at an account with Company's Payment Services Provider. All payment services, including withdrawal services, will be provided by Company's Payment Services Provider.

  • Your Company profile can be associated with only one account from a Company withdrawal method. A Payment Service Provider withdrawal account can be associated with only one Company profile.

  • Experts will be eligible for a payment transfer following a safety clearance period of 48 hours after a Completed Booking is marked as complete. 

  • Revenue payment transfer for Experts for completed Sessions is sent Sunday, end of each week, for completed Sessions made that week.

  • When the company sends payment, the user will be notified by email form the Company’s payment service provider. All withdrawal is according to Payment service provider terms and conditions

  • For security concerns, Company may temporarily not send payment Experts to prevent fraudulent or illicit activity. This may come as a result of security issues, improper behavior reported by other General Users, or associating multiple Company accounts to a single withdrawal provider.

  • Withdrawals can only be made in the amount available to you.

  • Withdrawal fees vary depending on the withdrawal method and according to terms and conditions of, and are subject to fees by, payment service provider.

  • Withdrawals are final and cannot be undone. We will not be able to reverse this process once it has begun.

  • In certain cases, Experts may withdraw Revenues in several different currencies. All currency exchange services in connection with such withdrawals are performed by Company's Payment Services Providers and are subject to Payment Service Provider’s fees. Your Company Balance is always derived from its US$ value and, therefore, the local currency amount of your Company Balance may change daily in accordance with exchange rate fluctuations and also includes conversion fees. Experts always have the option to withdraw Revenues in US$.

  • Experts will be able to withdraw their revenues from disabled accounts after a safety period of 90 days following full verification of ownership of the account in question, from the day of the last cleared payment received in their account and subject to Company's approval.

 

   c. Withdrawal Methods

       * Additional fees may apply based on your location and currency. 

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   3. Purchasing

   a. General

  • Users pay Company to create a Booking from an Expert’s page, using the Book Now button. Company partners with Payment Services Providers for purposes of collecting all payments from Users, transferring such payments from Users to Experts, and holding funds in connection with Company Balances. All payments services in connection with the collection of funds on the Company platform are performed by Company's Payment Services Providers.

  • Company serves as Expert’s limited authorized payment collection agent solely for the purpose of accepting payments (via its Payment Services Provider, if applicable) from User, and remitting those payments to Expert. User’s payment obligation to Expert will be satisfied upon receipt of payment by Company (or its Payment Services Provider, as applicable), and Company (via its Payment Service Provider, as applicable) is responsible for remitting the funds to the Expert in the manner described in these Commercial Terms. In the event that Company (via Payment Services Provider) does not remit any such amounts to Expert, the Expert will have recourse only against Company and not the User directly.

  • In most locations, purchases on Company can be made by using one of the following payment methods: Credit Card, PayPal. More information on available payment methods is available here.

  • You may not offer Experts to pay, or make payment using any method other than through the platform. In case you have been asked to use an alternative payment method, please report it immediately to Customer care here.

  • You agree to receive invoices and/or payment receipts from Company in electronic form by email.

  • To protect against fraud, unauthorized transactions (such as money laundering), claims, or other liabilities, payment information in connection with withdrawals is collected by either Company or Company's Payment Services Providers. Payment Services Providers may also collect such other information as necessary for the purpose of processing withdrawal payments.  Company is not exposed to the payment information provided to Payment Services Providers, and this information is subject to the privacy policy applicable to the Payment Service Provider. Please see our Privacy Policy for more information here.

By using any payment method and/or providing payment details for making purchases on Company, you represent and warrant that: (a) you are legally authorized to provide such information; (b) you are legally authorized or have permission to make payments using the payment method(s); (c) if you are an employee or agent of a company or person that owns the payment method, you are authorized by that company or person to use the payment method to make payments on Company; and (d) such actions do not violate any applicable law.

 

b. Currencies

  • Session prices will appear in US$, and payment for Sessions can only be made in US$.

  • Your Company Balance is always valued in US$

  • Withdrawals can be made in these currencies, and are subject to fees by and according to Payment Service provider’s terms and conditions.

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c. Promo Codes

From time to time we may offer you promo codes for purchasing Sessions and/or other services offered on the Platform, on special discounts. Promo Codes are valid only for purchases on Company and are subject to different time limitations and will expire after their predefined term. To exercise your promo code, simply enter the code on the checkout page. If you fail to do so, your purchase will not be eligible for the discount. Promo codes are limited to one use per General User and may not be used or combined with any other promotion. Promo codes may be subject to additional conditions and restrictions as will be disclosed to you upon receipt of the promo codes. Promo codes may be voided in the event of fraud, misuse, or violation of the Terms of Service. Company reserves the right to modify or cancel promo codes at any time.

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4. Taxes

Company may be required by applicable laws to charge General Users with indirect taxes (such as Sales Tax, VAT or GST) or to withhold taxes. Any amount Company will be required to collect will be in addition to the purchase amount and any other fees payable by the User, and any amount Company will be required to withhold will be deducted from the Expert’s revenue, as required by applicable laws.

 

  • Indirect taxes are in addition to the price shown on the site, and in any event, any such taxes will always be displayed to the User before payment. 

  • General Users are responsible for paying any direct or indirect taxes, including any GST, VAT, or income tax, which may apply to them depending on residency, location or otherwise, under provisions of their jurisdiction.

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5. Disputes and Cancellations

We encourage our Users and Experts to try and settle conflicts amongst themselves. If you encounter non-permitted usage on the Platform, General Users can contact Company's Customer care for assistance here.

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a. Basics

  • Booking cancellations can be performed on Company, when eligible, by contacting Customer care.

  • Filing a transaction dispute or reversing a payment through your payment provider or your bank is a violation of these Commercial Terms. Doing so may get your account temporarily or permanently disabled. Note: Once you have filed a dispute with your payment provider, the funds will be ineligible for a refund due to our obligations towards the payment provider.

  • In the event that you encounter an issue related to the service provided in a Booking, you are encouraged to solve the matter with the Expert. For unresolved matters please contact our Customer care here.

  • Company reserves the right to cancel Bookings or, through its Payment Services Provider, place funds on hold for any suspected fraudulent transactions made on the Platform.

  • If a Booking is canceled (for any reason), the funds paid will be returned to the User via original payment method used when booking, within 48 hours after the Booking cancellation is verified by Customer care. 

  • Requesting to gain more services from Experts beyond the agreed Session services is not allowed.

 

b. Booking Cancellations

  • Eligibility for requests to Company to cancel a Booking will be assessed by our Customer care team based on a number of factors, including violations of our Terms of Service and/or our Community Standards, general misconduct, and improper usage of the Company delivery system. See below for Booking specific eligibility.

  • Completed Bookings, as defined in the Terms of Use, may not be canceled. 

  • Users can cancel bookings up to 24 hours before the Session starts, by contacting our customer care here. Please be advised that Bookings cannot be partially canceled (i.e. we can only cancel the entire Booking when it is justified).

  • In rare circumstances where we find it appropriate, our Customer Care team may cancel a completed Booking even after its completion. In such cases, the amounts paid for the canceled Booking will be returned to the User’s original payment method and will be deducted from the Expert’s Company Balance.

  • Bookings are not eligible to be canceled based on the quality of service delivered by the Expert if the service was rendered as described in the Session Page. You may rate and review your experience with the Expert after a Session, including the overall level of service quality received.

  • Any non-permitted usage of Company encountered during a Booking, after being reviewed by our Customer Care team, may result in the Booking being canceled. This includes, but not limited to; harassment, unlawful behavior, or other violations of Company's Terms of Service.

  • Company Customer Care will cancel Bookings based on, but not limited to, the following reasons:

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c. Active Bookings (after a Completed Booking and Payment was made):

  • The User requests to cancel the Booking up to 24 hours before the Session starts, by contacting Customer Care.

  • General Users are abusive towards the other party through threats of low ratings or leveraging Booking materials (such as logins, personal information) against each other.

  • The General User is no longer an active Company General User due to Terms of Service violations or closure of their account.

 

d. Chargebacks 

Company reviews cases of payment provider chargebacks and disputes on behalf of Experts. Although results vary per case due to each chargeback reason, we work hard on resolving disputes in the Expert’s favor. If the chargeback case allows, Company (or one of Company's Payment Services Providers) will return parts or full revenue back to Experts, otherwise the chargeback amount will be borne by the Expert. 

 

e. Refunds

  • Company refunds payments made for eligible canceled Bookings back to the original payment method used while Booking. Refunds are made 48 hours after the Booking cancellation is verified by Customer Care. 

  • Refunds are based on the Booking’s original payment amount and currency. To prevent fraud and abuse, we limit the total amount of times Users can request a payment provider refund, which is subject to review by our Customer Care team. Such refunds may be subject to an additional fee.

6. Modifications

  • Company may make changes to these Commercial Terms from time to time. When these changes are made, Company will make a new copy of the terms available on this page.

You understand and agree that if you use the Platform after the date on which the Commercial Terms have changed, Company will treat your use as acceptance of the updated Commercial Terms.

 

7. Disclaimer of Warranties

YOUR USE OF THE PLATFORM, ITS CONTENT AND ANY SESSIONS OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT AND ANY SESSIONS OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER COMPANY NOR ANY PERSON ASSOCIATED WITH COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PLATFORM.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

8. Limitation on Liability

IN NO EVENT WILL COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SESSIONS OR ITEMS OBTAINED THROUGH THE PLATFORM OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

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IN ACCEPTING LIABILITY AS THE LIMITED AUTHORIZED PAYMENT COLLECTION AGENT OF EXPERT, COMPANY AND ITS AFFILIATES ASSUME NO LIABILITY FOR ANY ACTS OR OMISSIONS OF EXPERT.

 

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

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The term “Affiliate” referred to herein, is an entity that, directly or indirectly, controls, or is under the control of, or is under common control with Company, where control means having more than fifty percent (50%) voting stock or other ownership interest or the majority of voting rights of such entity.

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