We are Transition Immo (“TI”) incorporated in France under company number
504 637 687. These are our terms and conditions. They tell you what we do and
how we do it.

By using our site, you indicate that you accept these terms and conditions,
and the referenced policies, and that you agree to abide by them.

1. What we do ?

TI operates a platform linking Service provider (freelancers, sole trader,
company or any other legal entity) to Employers (Individuals, professionals).

Services

Services are offered on TI through either projects, which are fixed price
services; or custom projects, which can be fixed price, price per hour or price
per item. 

Services delivered in these ways on TI are collectively referred to in
these terms as “projects”. Whether or not a project is offered and/or accepted
is entirely at the discretion of the Service provider-Service Provider/Employers-Buyer. TI
has no control over this process. Services are provided
by Service provider directly to Employers, who determine the
deliverables, price and all other requirements. 

Service Providers must deliver work within the delivery times either
defined in their Offer, or agreed with the Employers. Service
provider rankings will be penalised for late delivery. 

Service Providers must fulfill their projects and Employers agree to pay
for work delivered. Users will be penalised for cancellations or
refunds caused by them, without just reason.  

Once the project has been completed the Service provider will raise a
request to receive payment, including the release of funds. Service Providers
must not request payment upfront before work has been completed. Employers must
pay within the 7 day payment terms.

Funds

TI IS NOT A BANK and only holds funds for the purposes of
settling the provision of services and specific invoices of Service Providers.
We strongly recommend that all users do not hold dormant balances on the
platform. No user is permitted to hold a dormant balance on the platform for
more than 30 days. TI reserves the right to apply Admin Fees or write downs to
dormant balances until they are withdrawn or become zeroed. Funds held by TI on
the platform are not insured nor covered by any Financial Services Compensation
Scheme or any other government agency. TI hold the funds in a separate client
account. 

Payments

TI acts as an Agent of Payment between the Employer and the Service
provider. In return for full invoice payment by the Employer for the project, TI
agrees to discharge the Employers obligations relating to debts owed to the Service
Provider under this agreement. TI agrees to make such funds available to the Service
Provider balance with 24 hours, subject to fraud an AML procedures. Service
Providers are then able to withdraw those funds subject to the setting up of a
valid withdrawal account. TI takes its obligations to prevent fraud and money
laundering seriously and reserves the right to delay payments to Service
Providers if fraud or money laundering is suspected. All payments for work
completed must go via TI unless TI has given its express written permission
otherwise in relation to a specific payment or invoice; attempts to pay outside
of TI will lead to sanctions not limited to immediate account suspension. Users
must immediately report to TI any offers to pay outside of TI made by their
Buyer or Service Provider.

2. TI user accounts

To access the full TI site, Users have to register for an account, provide
accurate and complete information, and keep their account information updated.
Both Employers and Service Providers undergo the same account registration
process.

Each account must be a personal account, but Users may trade as a sole
trader, company or any other legal entity (whether incorporated or
unincorporated).

Users cannot register for more than one account.

The information that Users supply in the public profile of their account
must comply with TI profile policies. 

TI reserve the right to restrict your access, temporarily or indefinitely
block your account, stop any projects you have in progress, warn other Employers
and Service Providers of your actions or issue you a warning if:·      

you breach the letter or
spirit of these terms and conditions or the referenced policies;·      

we are unable to verify or
authenticate any information you provide to us;·      

we believe that your actions
may cause any loss or liability to our Users or to us 

Users are solely responsible for any activity that occurs on their account,
unless it is a result of actions beyond their control (such as hacking or if
someone steals their password when they have taken reasonable steps to keep it
secure). Users may never use another person’s user account or registration
information for the Website. 

You confirm that you are not economically barred/limited under sanctions
rules of any country worldwide. If your circumstances change to be included in
such lists, please cease using TI immediately. 

3. Project delivery

3.1 Offers

On purchase of an Offer the employer’s funds will be held in the Escrow
Account. 

The Buyer will then need to provide their requirements (as specified in the
Offers description page) in the ProjectStream so that the Service Provider can
get started. 

Once the requirements are provided in the ProjectStream by the Buyer, the Service
Provider must:

respond in the ProjectStream within one (1) working day to confirm work has
started otherwise the Buyer may request and will be entitled to a refund in
accordance with Section 6;

provide regular progress updates in the ProjectStream and respond within
one (1) working day to all messages from the Buyer; complete the project within
the delivery timescales indicated in their Offer description including handover
of all deliverables in the ProjectStream. Failing to deliver within those
timescales may mean the Buyer requests and is entitled to a refund in accordance
with Section 6;

Late or non-delivery will negatively affect the Service Provider’s rankings
on TI. 

All direct communication between Buyer and Service Provider must go via the
ProjectStream to keep both parties protected in case of a Dispute. 

Once the Offer has been completed the Service Provider will raise an
invoice and:the Buyer is then able to leave feedback for the Service Provider, upon

which the funds held in the Escrow Account will be automatically released to
the Service Provider as payment; alternatively, if the Buyer is not satisfied
with the deliverables they can reject the invoice and provide the Service
Provider with detailed feedback on what work remains outstanding. The Service
Provider must provide, and be given the chance to provide, at least two
revisions of the deliverables based on detailed feedback from the Buyer; 

if the Buyer does not either i) leave feedback for the Service Provider,
nor ii) reject the invoice, the funds held in the Escrow Account will be
automatically released on their behalf to the Service Provider as payment after
seven (7) days. 

if the funds held in the Escrow Account are released to the Service
Provider in accordance with a) or c) above, TI and the Service Provider will be
entitled to assume that the Buyer is satisfied with the project and does not
have a dispute of any kind in relation to the project. The Buyer agrees that
they will not file a dispute or seek to reverse payment through their credit
card provider, bank or PayPal.

3.2 Custom Projects

The Service Provider’s payment for custom projects are either agreed as
fixed price, price per item or as a per hour rate project: ·      

for a per hour rate custom
project the Buyer agrees to pay the Service Provider based on the time spent,
not on the real or perceived quality of any deliverables provided. The Service
Provider must provide the Buyer, on request, with a breakdown of their billed
hours as evidence;·      

for a fixed priced custom
project the Buyer agrees to pay the Service Provider based on deliverables. The
parties should agree upfront in the ProjectStream whether to divide the project
into milestones, with associated milestone payments. If milestones have not
been agreed then the Custom project will only be invoiced on full completion of
all deliverables.·      

for price per item custom
project the Buyer agrees to pay the Service Provider for all items delivered.

On acceptance of a Proposal the Buyer will pay into the Escrow Account the
agreed deposit amount. 

The Buyer must then provide their detailed requirements in the ProjectStream
so that the Service Provider can get started. These requirements should include
(but not be limited to):·      

timeframe for delivery of the
project or milestones;

description of any subjective elements of the project like aesthetics
providing similar examples;

breakdown of all expected deliverables;·      

any other expectations for the
work.

·      
Once requirements have been
received from the Buyer, the Service Provider must:

·      respond in the ProjectStream
within one (1) working day to confirm commencement of work. Failing to respond
within one (1) working day may mean the Buyer requests and will be entitled to
a refund in accordance with Section 6;·      

provide regular progress
updates in the ProjectStream and respond within one (1) working day to all ProjectStream
messages from the Buyer;·      

complete the project,including handover of all deliverables in the ProjectStream, within the
delivery timescales agreed with the Buyer, 

if missing a previously agreed deadline is unavoidable then the Service
Provider must inform the Buyer immediately in the ProjectStream and provide a
revised delivery date.

failing to deliver the work within agreed timescales, or repeatedly
revising previously agreed deadlines, may mean the Buyer requests a
cancellation of the custom project and will be entitled to a refund of any
funds in the Escrow Account.

late or non-delivery of a project will negatively affect the Service
Provider’s rankings on TI.

All direct communication between Buyer and Service Provider should go via
the ProjectStream to keep both parties protected in case of a Dispute.

When the Custom project is completed (or an agreed milestone has been
reached) the Service Provider will raise an Invoice:

the fees charged in the Invoice should be as has been explicitly agreed
upfront in the Proposal. If requirements/ scope changes materially during a
custom project the Service Provider may need to propose a change to a
previously agreed price. This must be explicitly agreed in the ProjectStream before
any extra work is undertaken so that the Buyer can confirm whether they wish to
proceed with the additional scope for the extra cost;

the Buyer must pay the Invoice within seven (7) days of the Invoice being
raised;

alternatively, if the Buyer does not agree that the project has been
completed then the Buyer can reject the Invoice. The Buyer must then provide
the Service Provider with detailed feedback in the ProjectStream on what work
remains outstanding. The Service Provider must provide, and be given the chance
to provide, at least two iterations of the deliverables based on detailed
feedback from the Buyer;

if the Buyer does not either i) pay the Invoice or ii) reject the Invoice
within such seven (7) day period TI will provide assistance to the Service
Provider to chase payment and may temporarily or permanently restrict the
Buyer’s account. If the Invoice remains unpaid after fifteen (15) days a final
24-hour notification will be issued to the Buyer. If after 24 hours the Buyer
has not responded to this notification the funds in the Escrow Account, up to
the unpaid Invoice amount, will be automatically processed and will remain at
the discretion of TI for approval.

if the Buyer pays the invoice or funds are utilised in accordance with d)
above, TI and the Service Provider will be entitled to assume that the Buyer is
satisfied with the project and does not have a dispute of any kind in relation
to the project. The Buyer agrees that they will not file a dispute or seek to
reverse payment through their credit card provider, bank or PayPal. 

3.3 Per Hour Contracts

The Service Provider’s payment for Per Hour Contracts is set as a per hour
rate project using the per hour rate as stated on the Service Provider’s
profile at the time of the Per Hour Contract setup. The Buyer agrees to pay the
Service Provider based on the time spent, not on the real or perceived quality
of any deliverables provided.

On acceptance of a Per Hour Proposal and on hire request, the Buyer must
place a valid payment method on file and gives authorization to TI to charge it
repeatedly per TI’s Terms and Conditions.

Every seven (7) days an invoice will be automatically raised by the system
on behalf of the Service Provider according to the number of hours tracked by
the Service Provider during the last seven (7) days and the per hour rate of
the Per Hour Contract.

Upon invoice raise:

The Buyer can pay the Invoice manually within three (3) days of the Invoice
being raised.

If not paid manually by the Buyer within three (3) days, the invoice will
be automatically paid by the system charging one of the payment methods of the
Buyer on file at any time.

3.3.1 Protection for Service Providers

In the rare event that a Buyer refuses payment for legitimate services
performed by a Service Provider, TI will provide limited payment protection to
the Service Provider as mentioned below (“Per Hour Payment Protection”). Per
Hour Payment Protection will be provided only if all of the following criteria
are met:

Buyer must have an Account in good standing and at least one valid and
authenticated Payment Method, and Buyer must agree to automatically pay for
hours billed by the Service Provider.

Service Provider’s Account must be in good standing.

The number of hours billed must not exceed the weekly limit of hours as
defined in the Per Hour Contract.

Within ten (10) days after invoice raise, if the invoice is rejected the Service
Provider must submit a Dispute specifically identifying the details of the work
that should be paid. Within ten (10) days after invoice raise, if the invoice
is not rejected and not paid the Service Provider must contact TI Customer
Support identifying the details of the work that should be paid.

Per Hour Payment Protection is available with a maximum rate per hour
protected by TI to Service Provider the lesser of

the rate defined in the Per Hour Contract terms;

the usual per hour rate billed by Service Provider on the Site across all Employers;
and

the going rate for the same skills on the Site in Service Provider’s area
(such determination to be made in TI’s sole discretion).

3.3.2 Protection for Employers

TI will adjust the invoice to Buyer for work that is not clearly related to
either the project requirements or Buyer instructions in the ProjectStream and
within the hours authorized for the week, subject to and conditioned on the
following terms:

Buyer must have an Account in good standing and at least one valid and
authenticated payment method, and Buyer must agree to automatically pay for
hours billed by the Service Provider.

Service Provider’s Account must be in good standing.

The Buyer rejects the invoice within three (3) days of the Invoice being
raised identifying the time billed and screenshots of the Service Provider’s
screen that are not clearly related to either the project requirements or Buyer
instructions in the ProjectStream.

3.4 Quality

All Service Providers on TI must strive to deliver a high standard of work,
appropriately meeting their Buyer’s needs.

Specifically, Service Providers must ensure that all deliverables are:

·      
fully address each of the
Buyer’s defined requirements;

·      
are a complete set of
deliverables as defined in the Offer description or as agreed in the ProjectStream
as part of the requirements for custom projects;

·      
and, for Offers and projects,
are of a standard consistent with the level of expertise indicated in the Service
Provider’s profile and proposals.

 3.5 The heavy but important bits:

The Buyer and Service Provider decide on the type of project, Hourly,
custom or fixed price. They determine the terms and conditions of “projects”,
including deliverables, any specific requirements, and for “projects” the
price, directly between them. The Buyer and Service Provider create a direct
service contract between themselves and TI are not party to that contract (‘the
Service Contract’).

 Subject to this being varied as part of the Service Contract, ownership in

and to any materials and or deliverables arising from a project and any
intellectual property rights therein, will be assigned to the Buyer upon
successful payment to the Service Provider. If the Buyer and Service Provider
wish to include any special terms of the contract (for example, in relation to
the ownership of the work produced, ownership of intellectual property rights
or special rights of termination), the Buyer and Service Provider should
negotiate and document these terms in the project ProjectStream.

 Subject to variation in the Service Contract, the terms and conditions of

each project shall be deemed to incorporate a term that in consideration of the
fee paid for the project the Service Provider thereby assigns to the Buyer
absolutely with full title guarantee the following rights throughout the world:

 the entire copyright and all other rights in the nature of copyright

subsisting in the project

any database right subsisting in the project and

all other rights in the project of whatever nature, whether now known or
created in the future, to which the Service Provider is now, or at any time
after the date of Commencement of the project may be, entitled by virtue of the
laws in force in the United Kingdom and in any other part of the world,

 in each case for the whole term including any renewals, reversions,

revivals and extensions and together with all related rights and powers arising
or accrued, including the right to bring, make, oppose, defend, appeal and
obtain relief (and to retain any damages recovered) in respect of any
infringement, or any other cause of action arising from ownership, of any of
these assigned rights, whether occurring before, on, or after the date of
Commencement of the project.

 You promise that:

·      you are able to pay for the
services if you are a Buyer and perform the services if you are a Service
Provider;

·      you have made and will make
all required legal and tax filings. If relevant, you will file all necessary
legal documentation relating to your self-employment required by any
governmental body, and pay all applicable taxes including without limitation
PAYE or other income tax and national insurance;

·      you shall not (and shall not
permit) any third party to either take any action or upload, download, post,
submit or otherwise distribute or facilitate distribution of any Content,
project, or Proposal on or through the services TI provide, including without
limitation any User Content, that infringes any patent, trademark, trade
secret, copyright or other right of any other person or entity or violates any
law or contractual duty.

 6.2 Project Refund policy

A Buyer is entitled to receive a refund of funds held in the Escrow Account
under the following circumstances:

no response: the Service Provider has not responded in the ProjectStream
within one (1) working day of the Commencement of the project;

non-delivery:for Offers, the Service Provider of an Offer did not deliver the scope of

work within the delivery timescales indicated in the Offer.

for fixed price or price per item Custom projects, non-delivery means
agreed scope of work was not delivered within the agreed timescales;

for per hour rate Custom projects no time has been spent.

poor quality: with the exception of per hour rate Custom projects, the
deliverables provided by the Service Provider do not meet the terms defined in
Section 3.2.

Buyer and Service Provider may mutually agree to a refund for reasons other
than the previous clause however authorization of such refunds will be subject
to a review by TI, as defined in Section 6.2.1 .

Refunds are only applicable to funds held in the Escrow Account. As per
Section 3, funds should only be paid out of the Escrow Account once the Buyer
is satisfied that the project (or any agreed milestone deliverables) has been
completed. By releasing funds from the Escrow Account the Buyer accepts that
this money is non-refundable.

Employers must avoid filing a dispute or reversing payment through their
credit card holder, Bank or PayPal. Attempts to seek a refund in this way will
lead to the Buyer’s account being automatically suspended.

6.2.1 Requesting a refund

A Buyer can request a refund of the funds held in the Escrow Account using
the “Request Refund” action in the ProjectStream and specifying a reason for
their request.

TI will process refund requests subject to a review of the refund reason
and circumstances to ensure that both parties have complied with these terms
and conditions, and that the purpose of the refund is not to avoid any of the
parties’ obligations under these terms and conditions. If TI reasonably
believes that the parties have not complied with these terms and conditions or
are seeking to avoid any such obligations TI shall not be obliged to make the
refund.

6.2.2 Refund and cancellation penalties

Users are strictly discouraged from causing cancellations and refunds.
Refunds will impact Users standing in the TI marketplace as follows:

where the Service Provider is at fault for the refund (for example, due to
no response, poor quality of work or they have cancelled the project), it will
negatively impact their Service Provider status and rankings;

where the Buyer is found to be the cause for the refund (for example, an
early cancellation due to a change in their business need) it will negatively
impact their Buyer status;

multiple refunds attributed to a User will lead to temporary and/ or
permanent restrictions on their account depending upon the severity.

7. Disputes

TI encourage our Service Providers and Employers to try and resolve any
disagreements between themselves. However should that not be possible TI
Customer Services can provide Dispute resolution.

A Dispute can be raised:

by the Service Provider manually after a Buyer has rejected an invoice;

To raise a dispute, the Service Provider is required to pay a
non-refundable fee as per section 8.2

Disputes are available to Service Providers that have qualified as trusted
members of the TI community.

For Invoice Disputes specifically, the amounts taken into consideration for
the Dispute are the lower of the escrow balance or invoice amount.

If the amount disputed is £100 (or €130 or USD $160) or above, TI may reach
out to both parties in order to mediate and try and bring the Dispute to
resolution.

TI will aim to make a resolution decision on behalf of both parties within
seven (7) days. If a mutual resolution has already been agreed between both
parties on the ProjectStream, then the dispute will either be cancelled or
resolved in line with the mutual agreement.

In the event of having to make a resolution decision, TI will use only the
communication in the ProjectStream as sole evidence, and consider:

if both parties are acting in good faith and have tried to resolve the
issue between themselves before contacting us, including at least a second
attempt made between both parties to complete or rectify the project;

if the project was delivered (or the milestone was met, if the Dispute is
for a milestone payment) in accordance with the terms in Section 3;

for Disputes concerning the quality of the work delivered: TI will consider
whether the Service Provider has met general quality standards as defined in
Section 3.3. Assessments on quality i) down to perceived taste, or ii)
requiring specialist technical or subject matter expertise, will not form part
of the resolution decision;

if the Buyer and Service Provider have complied with these terms and
conditions.

In the event of having to make a resolution decision on behalf of the
parties, TI will notify both parties within fourteen (14) days of the Dispute.
The disputed funds shall be dealt with in accordance with the resolution decision
and these terms and conditions. Our involvement with the Dispute ends once the
resolution in relation to the Dispute has been communicated

Users agree and accept that any payments and/or other actions made by TI in
accordance with the resolution decision of a Dispute are made in good faith and
Users shall have no cause of action against TI (whether in contract, tort or
otherwise) in respect of the resolution decision or any such actions or
payments made pursuant to it. Users further agree and accept that they have no
right to seek to hold TI liable for a Buyer or Service Provider’s alleged
actions or failures.

8. TI fees

8.1 Buyer Fees

The Buyer fees are for the use of TI as an intermediate platform, they do
not reflect the outcome of any Service Provider collaboration and will not be
refunded. We may make changes to our service fees from time to time. These changes

will be reflected in updated terms issued by us, which will apply to any
transactions which take place after the updated fees come into force.

There is an optional listing fee of £ 10
(or € 14 or USD $ 15) where a Buyer may choose to mark a project listing as
‘urgent’ with a prominent symbol that will make it stand out.

Important details

If you’ve used a paysafecard to
complete a TI transaction, we cannot refund this amount. However, if you have
an unused balance on your paysafecard, you might be able to cash it in. To do this, you need to contact paysafecard directly.

Furthermore, funds from Trustpay cannot
be refunded either.

*Available to Premium Programme members only as of the 3rd of April, 2019.

 8.1.3 Featured project Fee

TI shall make available upon an optional fee of 2,5€ /month (or €5 month) ,
a Featured project Upgrade.

 Bank transfer reversal fees – If

your bank transfer gets reversed due to incorrect banking information, wrong
bank account type or foreign currency bank account settings limitation, you
will be charged a reversal fee of £2 | €3 | $3 as well as the currency exchange
difference (if applicable).

If a Service Provider decides to purchase optional features to further
increase their chances of winning work on TI they will pay a feature fee.

If Service Provider decides to raise a dispute as per section 7, they are
required to pay a non-refundable fee equal to 10% of the invoice or refund
amount, subject to a minimum charge of £ 5 (or € 7 or $ 8) per dispute.

 Bank transfer investigation fee – Please note that if there is a delay in payment from the banking

institution, a formal investigation can be initiated with the bank to determine
transaction issues. There is a 25 GBP fee that is issued which must be applied
by the customer in order to initiate this process.

 Chargeback or RFI (Request for Information) fee – A chargeback is a disputed card transaction filed by a buyer with

their card issuer when they dispute a payment or when their card is being used
without their authorization. An RFI is a Request for Information the bank
raises asking TI for additional information regarding a particular transaction,
which may be in dispute or unauthorized. The buyer’s bank charges TI a fee in
both of these instances and as a result, we are passing these fees to Service
Providers whose buyer filed a Chargeback or RFI with their bank for a
particular project/payment. The Fee per Chargeback is £15.00 and £7 per RFI.
In case of chargebacks, if the buyer’s credit card company decides in the Service
Provider’s favor, the Service Provider will be refunded the money to their TI
User account. If the decision is in favor of the buyer, the transaction will be
cancelled, the buyer will receive a full refund, and the Fee amount will be deducted
from the Service Provider’s TI User account.

Fast Track Fee – Once your Service
Provider application is submitted and/or your Account/ID documents uploaded,
you have the option of paying a fee of £ 10 / € 11 / $ 13 , in order to have
your application and documents reviewed within 24 hours (1 working day).The
Fast Track Fee will provide you the Fast Track service for as long as TI
provides such service or similar.

 Feature Offer Fee -For a fee of £ 9.95 / €

11.95 / $ 14.95 Service Providers can promote their Offer on the listings
either daily, every three days, every 7 days or only once. For an extra £ 3 / €
3 / $ 3 Selelrs will be able to promote their featured Offer via specific
newsletters sent to Employers searching for similar Offers with theirs.

 Featured Profile Fee – Users are permitted to

submit bids to feature their profiles in the Service Provider listings. Such
bids are placed upon specific skills of the users choosing, and upon TI
acceptance of that bid, TI shall make available upon payment of an optional
daily fee (determined by the bid) a Featured Profile Upgrade. The daily fee
(determined by the users bid at time of bidding) will feature the profile for
24hrs. Users are permitted to setup bids in advance for 1, 3 or 7 days where
winning bids will incur the daily fee each day the bid is successful. Said fees
are not refundable and includes the profile being highlighted and placed
prominently on the Service Provider listing page. The exact number of profiles
that can be featured, the likelihood of a bid winning is represented, and which
bids are accepted by TI is entirely at TI’s discretion.

8.3 Zero Service Fee scheme

8.3.1 General

 The Zero Service Fee scheme enables Service Providers to apply the benefit

of the tools available on TI to the work with their existing client base for no
Service Fee. To participate in this scheme Service Providers invite a client
that they already have a working relationship with outside of TI (“Existing
Clients”), to join TI by entering their email address in a special invitation
form (“TI Invitation”) or by placing a widget on a website or blog (“TI
Widget”). Clients that receive invitations by Service Providers through the
zero service scheme and successfully sign up on TI, will receive a £30 coupon
which will be automatically added upon checkout of their first purchase on TI
(First purchase should be the equivalent of £50 or more).

If the amount of coupons redeemed by Clients, invited by a single Service
Provider, reach £150|€160|USD $175 within a month (i.e 30 day period), then
said Service Provider will not be able to send out any more invitations to Employers
to join the Zero Service Fee scheme for that month (i.e 30 day period).

 8.3.2 No Service Fee

Subject to the eligibility conditions in Section 8.3.3 all payments made by
Existing Clients to the Service Provider through payment of Invoices on TI will
not be charged the Service Fee described in Section 8.2. The full invoiced
amount paid by Existing Clients will be deposited in the Service Provider’s TI
User Account and be available for withdrawal in keeping with these terms and
conditions. Similarly, subject to the eligibility conditions in Section 8.3.2
all payments made by Employers to Existing Service Providers through payment of
Invoices on TI will not be charged the Service Fee described in Section 8.2.
The full invoiced amount paid by Employers to Existing Service Providers will
be deposited in the Existing Service Providers’ TI User Accounts and be
available for withdrawal in keeping with these terms and conditions.

 8.3.3 Eligibility

As a Service Provider, to be eligible for the Zero Service Fee scheme for
payments made by your Existing Clients:

you must have an active User account on TI;

you may not invite yourself to the Zero Service Fee scheme;

the work with your Existing Client was not originally sourced on TI;

your Existing Client should not already have a User account (active or
inactive) on TI;

your Existing Client must sign up for a User account using the activation
link they received in their TI invitation or the links of the TI Widget;

after sign-up, your Existing Client must pay at least one of your Invoices
through TI.

There is no limit to the number of Existing Clients that can be invited
under this scheme.

As a Buyer, to receive the reward and allow your Existing Service Provider
to benefit from the Zero Service Fee scheme:

you must not have a User account (active or inactive) on TI;

you must sign up for a User account using the activation link received in
your TI invitation or the links of the TI Widget;

the work with your Existing Service Provider was not originally sourced on TI;

you must pay at least one of your Invoices to your Existing Service
Provider through TI.

 8.4 Admin fee for inactive User accounts

TI IS NOT A BANK and only holds funds for the purposes of settling the
provision of services and specific invoices of Service Providers. We strongly
recommend that all users do not hold dormant balances on the platform. No user
is permitted to hold a dormant balance on the platform for more than 30 days.
If a User has held dormant funds in their TI User Account for a period of sixty
(60) days or more then TI reserves the right to charge a monthly administration
fee of €9.33 (excl. VAT) for holding those funds on behalf of the User. This
fee will be automatically collected each month from the funds in the User’s TI
User Account starting from the sixty first (61st) calendar day. The collection
of this fee will end when either i) funds held are less than 60 days old, ii)
the balance is cleared.

 8.5 Currency Conversion

If you require a transaction within the TI site which involves a currency
conversion, it will be completed at a foreign exchange rate determined by an
official institution, which is adjusted on a regular base. Exchange rates
fluctuations are not under TI control.

A Currency Conversion Fee of 2.5% will be applied every time TI performs a
currency conversion. When a currency conversion is available by TI, you will be
shown the exchange rate that will be applied to the transaction before you
proceed with authorising the payment transaction. By accepting this
transaction, you also agree to the exchange rate currency conversion terms.

 11. General terms of website use

The TI terms of website use define how Users may make use of TI whether as a guest or a
registered user. They contain the heavy but important stuff so please read them
carefully.

12. Privacy Policy

By proceeding to use the TI service, Users consent that TI may process the
personal data (including sensitive personal data) that TI collects from them in
accordance with the TI Privacy Policy and the terms of the EU General Data
Protection Regulation 2016/679.

TI may use your personal data to gather feedback regarding your experience
you may have with our platform. This helps our business grow by assembling
useful information from our end-users.

TI is not a party to any Service Contract between Buyer and Service
Provider. Any Service Contract between a Buyer and Service Provider shall be in
accordance with such Service Provider’s privacy policy and the terms of the EU
General Data Protection Regulation 2016/679.

 13. Governing Law

These terms and conditions and any dispute or claim arising out of or in
connection with them or their subject matter or formation (including
non-contractual disputes or claims) shall be governed by and construed in
accordance with the law of England and Wales. The courts of England and Wales
shall have non-exclusive jurisdiction to settle any dispute or claim that
arises out of or in connection with these terms and conditions or their subject
matter or formation (including non-contractual disputes or claims).

 15. Definitions

In these terms and conditions:

‘Billing’ is the total invoices paid
during the month;

‘Employer’ means a person buying services
from a Service Provider on TI;

‘Commencement of the project’ means
either the purchase of an Offer by the Buyer or acceptance of a Proposal for a
custom project by the Buyer in the ProjectStream;

‘Content’ means such things as data,
text, photographs, videos, audio clips, written posts and comments, graphics,
User content and interactive features generated, provided, or otherwise made
accessible on or through TI;

‘Custom Project’ is a piece of work that
commences with the acceptance of a Proposal by a Buyer or the acceptance of a
Hire request by a Service Provider. This work is agreed either after the Buyer
has posted a request on TI or in direct communication between a Buyer and a Service
Provider in the ProjectStream. A custom project can also be agreed as a follow
on piece of work after an Offer purchase;

‘Guest’ means an unregistered user of TI;

‘Dispute’ means a dispute raised in
relation to a rejected Invoice;

‘Project’ means a pre-packaged service,
that is offered on TI by a Service Provider for a fixed price and delivered
within fixed timescales.

‘Invoice’ means a bill for a completed
project which is raised by the Service Provider in the ProjectStream or in the TI
payments dashboard;

‘Project’ means a piece of work that a Service
Provider and Buyer agree via TI is to be provided by the Service Provider to
the Buyer. Project refers to work either agreed when the Buyer purchases an
Offer, or when a Proposal by a Service Provider is accepted by the Buyer for a
custom project;.

‘TI’ means the website with the
domain name www.transition-immo.com,

‘TI User Account’ means a User’s TI persona,
profile, settings, activities, invoices, transactions and funds balance
available for you to withdraw;

‘Proposal’ means an offer made by a Service
Provider to a Buyer to provide a custom project and which must contain a fee
quotation;

‘Service Provider’ means a person
selling services to a Buyer via TI;

‘User’ means any registered person
who uses TI;

‘User Content’ means all Content uploaded,
submitted, distributed, or posted to the services by Users, including without
limitation, Proposals and communication via the ProjectStream. User Content
does not include any materials or deliverables, or intellectual property
therein arising from a project, which shall be assigned to the Buyer on
successful payment for the project. User Content is the sole responsibility of
the person who originated it;

‘ProjectStream™’ is where all the communication
between Buyer and Service Provider is conducted in private. Via the ProjectStream,
the parties can exchange information including attachments, send a Proposal or
raise an Invoice, make payments, request a refund or raise a Dispute in
relation to a project.