Last updated: 1 Feb 2021
The words of which the initial letter is capitalized have meanings defined under the following conditions.The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Remofirst Inc., and its subsidiary Remoteam Pte. Ltd. Country refers to: United States of America and Singapore
Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.
Service refers to the Website. Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service. Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
Website refers to Remofirst, accessible from https://www.remofirst.com/
You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service. Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service. By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.
Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services.
You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.
We may terminate or suspend Your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.Upon termination, Your right to use the Service will cease immediately.
Remofirst helps organizations to manage and pay independent local and foreign contractors. Customers use Remofirst to efficiently incorporate Contractors into their accounts payable systems, perform due diligence of the customer, direct them on compliance with tax and labor laws, and simplify the payment process for Contractors.
Contractors use Remofirst to communicate securely with their customers, store payment and bank account preferences, and via a single portal unify payment flows.For contractors, registration is free. Via Remofirst, customers make payments to contractors. Remofirst uses approved methods of payment. For contractors, Remofirst makes payouts. After every payout, contractors earn owed funds before either the customer or the contractor terminates the contract.
Capitalized terms in these Terms and Conditions are defined as follows: “Customer” are Users who use the Services to onboard Contractors, perform due diligence, and make payments to Contractors for their services. “Contractors” are Users who offer and perform services to Clients as described in Contracts and who receive payments from Clients through the Platform.
“Payment Service Provider(s)” are third-party financial service providers with respect to payment of funds from Customers and settlement of funds to Contractors for services provided through the Platform. “Users” are Customer, Contractors, and any other person authorized to access an Account.
Enable an Account. You must include your full legal name, a valid email address, your social security number, EIN, TIN, legal address and any other details needed to complete the sign-up process in order to apply for an account. You will also be asked to include a business address, business ownership details, the essence of the business and other business information that we may request if you are applying for an account on behalf of a business entity.
Security. The responsibility for preserving the privacy and protection of your account lies with you. If you believe that your Account has been compromised or stolen, you will promptly disable access to the Services and notify us immediately if you believe that your Account credentials have been compromised or stolen, and in the event of any unauthorized access to or use of your Account.
Uses Prohibited. For any illegal, fraudulent or unauthorized purposes, you can not use Remofirst. You can not use the Services to violate any intellectual property laws or any other laws that are applicable to your company within your jurisdiction. The Services can not be used for personal, domestic, family, consumer or other non-commercial purposes by you. To obtain or provide services stated in a contract or other written arrangement, you can only use the services for bona fide business purposes. You may not use the Services to solicit or provide services for the benefit of (a) an individual, organization, or country that is blocked or sanctioned by the United States, including those identified on the United States Office of Foreign Asset Control (OFAC); (b) any unaffiliated third parties; or (c) any other services not for the benefit of a User.
Methods of payment and fees. Remofirst does not and will not provide banking, deposit taking, stored value, escrow, insurance or any other financial service to consumers, except for Remofirst's position as a limited payment agent for contractors as set out in Section - "Appointment of Remofirst as Payment Agent". Remofirst partners with a number of payment service providers, including payment gateways, money transmitters, wallet providers, credit and debit card payment processors, merchant acquirers, and merchant acquiring banks, to enable payments through the service. Users may be needed to enter into a separate Payment Service Provider arrangement, depending on the chosen payment method. Your use of any payment system is subject to the terms and conditions of the laws and regulations of the relevant Payment Service Provider and your arrangement with them, and we would not be liable to you for any damages you incur in connection with your use of any payment services from third parties. Remofirst is not a party to your arrangement with the Payment Service Provider and will not interfere in any disputes relating to payments that you make or receive using any payment system from third parties.
Furthermore, information on tax withholding rates determined by Remofirst and given to you depends on your particular business circumstances and tax form settings that you submit to Remofirst, the type of income supplied by Customers in payments to Contractors, as well as any other tax-related information. In addition to the payment amount specified in the invoice, consumers may also owe indirect taxes (such as VAT or GST) depending on the relevant tax laws in the jurisdiction where they are domiciled. Users accept that they are solely liable for any duty to deduct or withhold taxes and for any other relevant tax conditions. You also accept that the amount of any invoice and any payments you charge to the Services shall be net of taxes, levies, withholding taxes or deductions, whether direct or indirect. According to IRS rules and regulations and your usual accounting procedures, you are solely responsible for remitting any sums owed by you to the IRS or other governmental authority in a timely manner; Within 30 days of becoming aware of such material change, you can update your settings to reflect any material changes to your situation or circumstances that can impact your tax withholding rates; Within 30 days of being aware of such an error or omission, you will tell Remofirst of any errors or omissions you find that would affect a tax withholding estimate. Remofirst will in no way be liable for any damages or fines, pecuniary or otherwise, resulting from your failure to comply with these Contractor Tax Enforcement Obligations to you, any taxation authority, customer, or any third party.
Contractors hereby appoint Remofirst as their limited authorized payment collection agent ('Payment Agent') solely for the purpose of facilitating the receipt of payments (if applicable through their Payment Services Provider) from Customers for Contract-related Services.Contractors accept that the payment received by Remofirst from Clients will be deemed the same as the payment made directly to Contractors, irrespective of whether Remofirst remits the payment to Contractors or fails to remit it. In its position as Payment Agent, contractors also authorize Remofirst to: Hold, disburse and retain payments under these Terms of Service on behalf of Contractors, or otherwise request Remofirst's Payment Services Providers to do so;Issuing reimbursements to customers at the request of contractors; and Customer credit and debit card transactions are handled on behalf of Contractors.
Remofirst accepts no responsibility whatsoever for any actions or omissions by Contractors relating to Contracts, Forms or these Terms of Service, failure by Contractors to provide Services in compliance with Contracts, or failure by Customers to make payments due to Contractors when accepting appointment as a Payment Agent, and Contractors recognize that Remofirst's obligation to pay Contractors is subject to and is not subject to Remofirst's obligation to pay Contractors. Furthermore, contractors allow Remofirst to assign its payment agent obligations under these Terms of Service to certain of its associated organizations ('affiliates') both within and outside the United States, provided that Remofirst remains liable for the discharge by such affiliates of its obligations under these Terms of Service. Contractors serve and warrant that these Terms and Conditions have been read and understood carefully and are completely accepted by them. Remofirst (via its Payment Services Provider, as applicable) will be responsible for remitting funds to Contractors in the manner specified in these Terms and Conditions, and, upon receipt of payment by Remofirst (or its Payment Services Provider, as applicable), the payment obligations of Customers to Contractors will be fulfilled. In the case that Remofirst (via the Payment Services Provider) does not pass any of these sums to the Contractor, the Contractor would have recourse only to Remofirst and not to the Customer for non-payment. Contractors agree that Remofirst can, in any terms of service, receipts, disclosures, or notes, including, but not limited to, receipts given to Customers, define or otherwise reflect the terms contained herein which Remofirst may deem appropriate or prudent.
Customer acknowledges that Contractor has appointed Remofirst Inc., and its subsidiary Remoteam Pte. Ltd. as Contractor's limited payment agent for the purpose of facilitating the receipt of payments made by Customer for services provided using a payment method supported by Remofirst or by one of Remofirst's Payment Service Providers, and the disbursement of those payments to Contractor.
If you use a payment service provider to make or accept payments, you understand and consent that you will comply with the terms of service of the payment service provider or any other arrangement between you and the payment service provider. We will not be held responsible for any loss or harm arising from the acts or omissions of any Payment Service Provider, direct or indirect, monetary or non-pecuniary, and we expressly disclaim any liability in this regard. You may be responsible for any fees for using a Payment Service Provider to make payments or accept payments. Any fees that a Payment Service Provider imposes on you are in addition to any fees charged to Remofirst.
The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
The trademarks, trade names, domain names, logos, service marks, slogans, and other indicia of origin (collectively the “Trademarks”) displayed on the Website are registered and/or unregistered Trademarks of either Remofirst and/or its affiliates and/or its partners and/or third parties. Nothing contained on the Website should be construed as granting by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Website without the explicit written consent of Remofirst or its respective owner. Misuse of any Trademarks, or any other content, displayed on the Website, is prohibited. Remofirst reserves the right, without further notice, to pursue to the fullest extent permitted by law any and all criminal and civil remedies for the violations of its rights.
The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.
If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.
IN NO EVENT WILL REMOFIRST, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (B) ANY CONDUCT OR CONTENT A USER OF ANY THIRD PARTY ON THE SERVICE; (C) ANY CONTENT OBTAINED FROM THE SERVICE; AND (D) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.OUR MAXIMUM LIABILITY TO YOU UNDER THESE TERMS IS LIMITED TO THE GREATER OF THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO US IN THE THREE MONTHS PRECEDING THE EVENT THAT IS THE BASIS OF YOUR CLAIM OR $250.00. THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH YOUR CLAIM IS BASED.
United States Legal Compliance
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
Severability and Waiver
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.
These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.
Payment terms will be specified as part of a specific commercial agreement between the company client.
You agree to hold Remofirst harmless, indemnify and defend Remofirst, its officers, directors, employees, affiliates and representatives from and against any and all actions, causes of action, suits, damages, liabilities, losses, claims and demands of whatever kind or nature, in law or equity, directly or indirectly, arising out of or in any way related to your violation of the Terms or your access to the Website, and all costs and expenses incurred by Remofirst as a result thereof, including attorney’s fees and court costs.
Changes to These Terms and Conditions
We reserve the right, at Our sole discretion, to modify or replace these Terms at any time.
By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.
If you have any questions about these Terms and Conditions, You can contact us:
By email: firstname.lastname@example.org