User Agreement

1. Definitions

• "Buyer" - a user posting or paying for a Gig.
• "Freelancer" - a user offering to perform a Gig.
• "Gig" - a discrete short-term engagement created on the Platform.
• "Trade Agreement" - the template gig-level contract automatically populated with booking particulars and binding the Buyer and Freelancer.
• "Wallet" - the Stripe-powered e-money account linked to a User's profile.

2. Scope and Precedence

2.1 This Agreement applies from account creation until terminated.

2.2 If there is any conflict: (a) the relevant Trade Agreement prevails for that booking; (b) then this Agreement; (c) then the Website Terms and Conditions; (d) then any ancillary policy (Privacy, Fairness, Cookie).

3. Eligibility and Account Registration

3.1 You must be at least 18, able to form a contract under English law and (for Freelancers) entitled to work in the UK.

3.2 Each individual or entity may maintain only one account per role (Buyer / Freelancer) unless we agree otherwise in writing.

3.3 You warrant that all information supplied during registration and RTW is truthful, complete and kept up-to-date.

3.4 Login credentials are personal; you must not share, sell or otherwise transfer them.

4. Identity Verification and KYC / AML

4.1 Able is an obliged entity under the Money Laundering Regulations 2017. We may require proof of ID, address, right-to-work, tax status and/or beneficial ownership before enabling withdrawals or posting Gigs.

4.2 You authorise Able and its processors (e.g. Stripe) to collect and process such data. Failure to provide or pass checks may result in suspension.

4.3 We may run periodic sanctions and politically exposed person (PEP) screening; you undertake to notify us of any change that may affect your status.

5. Platform Services

5.1 Able provides payment processing and AI-assisted matching. We are not a party to the Trade Agreement (save as disclosed agent for payment).

5.2 We do not guarantee that any Gig will be filled, completed or to any standard.

6. Fees, Wallet and Payments

6.1 Fee Schedule:

• Buyer Platform Fee - 8% of the agreed Gig price (plus VAT where applicable), plus 1.5% + 20p Stripe payment processing fees
• Other charges (e.g. dispute fee) are listed on our website and may be updated.

6.2 Upon booking confirmation the Buyer authorises Able/Stripe to pre-authorise or capture the Gig amount plus fees. Funds are held until completion or cancellation.

6.3 Able may deduct fees from held sums before releasing net amounts. You authorise Stripe to debit or credit your linked bank/card accordingly.

6.4 Chargebacks and negative balances: you remain liable to us for any reversal, and we may offset or invoice accordingly.

7. Cancellations and Refunds

7.1 The Trade Agreement sets default cancellation windows. Where silent, the following applies:

• Buyer or freelancer cancels 24h or more before start - no penalty
• Buyer cancels less than 24h - 33% of Gig price payable to Freelancer
• Freelancer cancels less than 24h - fall fees waived, Able will source a replacement freelancer. Freelancer may face suspension and responsiveness score downgrade.

7.2 Refunds are processed to the original payment method within 7 days.

8. Acceptable Use

8.1 You will not:

• (a) breach any applicable law, including Modern Slavery Act 2015;
• (b) post unlawful, discriminatory, or defamatory content;
• (c) scrape, crawl or reverse-engineer the Platform;
• (d) circumvent fees or solicit off-platform payment for a Gig first communicated via Able.

8.2 API access is permitted only under a separate written licence and API key issued by Able.

9. Intellectual Property

9.1 Able grants you a limited, revocable, non-exclusive licence to access and use the Platform strictly as provided in this Agreement.

9.2 Except for content you upload, all IP in the Platform (UI, code, patents, trademarks "ABLE") belongs to Able or its licensors. No reverse-engineering, framing or commercial exploitation without express consent.

10. User Content and Licence

10.1 You retain ownership of User Content but grant Able a worldwide, royalty-free licence to host, display, adapt (for technical reasons), and use anonymised derivatives to improve our services (including AI model training).

10.2 For Gig deliverables, the Trade Agreement governs IP transfer between Buyer and Freelancer.

11. Data Protection and Privacy

11.1 Able acts as data controller for account data and as processor for Gig deliverable files stored for Buyers. Details appear in the Privacy Policy.

11.2 You consent to processing and cross-border transfers described therein, including subcontracted AI inference outside the UK under SCCs.

11.3 Automated decisions: matching recommendations may be generated by ML models; no decision having legal or similarly significant effect is taken without human review.

12. Suspension and Termination

12.1 We may suspend, restrict or terminate your account on reasonable notice, or immediately where we believe: (a) you breach this Agreement; (b) KYC/AML risk arises; (c) fraud or security incident. We will explain our reasons unless prohibited by law.

12.2 You may close your account at any time via Settings. Outstanding Gigs must be completed or cancelled first.

13. Independent Contractor Status and IR35

13.1 Nothing herein creates employment, agency or joint-venture between Able and Users.

13.2 Freelancers are responsible for their own tax, NICs and statutory obligations.

13.3 If future legislation (including the IR35 regime) deems Able an employer, Able may withhold PAYE and make corresponding deductions without liability to the Freelancer.

14. Liability and Indemnities

14.1 Exclusions - Nothing limits liability for death or personal injury caused by negligence, fraud or any liability that cannot be excluded under law.

14.2 Cap - Subject to 14.1, Able's aggregate liability in any 12-month period is limited to the greater of: (a) total Platform Fees you paid in that period; or (b) £500.

14.3 No Reliance - Matching recommendations are informational only; Users conduct their own due diligence.

14.4 Indemnity - You indemnify Able against third-party claims, fines or losses arising from your breach of this Agreement, infringement of IP, or off-platform arrangements initiated via Able.

15. Dispute Resolution

15.1 In-platform chat then Community Manager then Centre for Effective Dispute Resolution (CEDR) under its Model Mediation Procedure.

15.2 Either party may seek urgent injunctive relief in the courts of England and Wales.

16. Updates to this Agreement

16.1 We may amend this Agreement by giving at least 14 days email and in-app notice.

16.2 Continued use after the effective date constitutes acceptance. If you object you must close your account before the change takes effect.

17. Governing Law and Jurisdiction

This Agreement and any non-contractual obligations are governed by English law. The courts of England and Wales have exclusive jurisdiction, subject to mediation requirement.

18. Miscellaneous

18.1 Force Majeure - Neither party is liable for delay due to events beyond reasonable control.

18.2 Assignment - Able may novate or assign this Agreement on notice; you may not without our written consent.

18.3 Severability - If any clause is unenforceable, the remainder survives.

18.4 Waiver - Failure to enforce is not a waiver.

18.5 Entire Agreement - This Agreement (plus incorporated policies) constitutes the whole agreement between you and Able regarding the Platform.

19. Contact

Questions or complaints: support@able.global

Able AI Agent Ltd, 29 Broadhurst Gardens, Reigate, Surrey RH2 8AW