Ginozi Freelancer (Seller) Terms

Draft — pending review by an Australian lawyer

Document details

• Operator: Madhaus Pty Ltd (ACN 659 024 290) trading as Ginozi (Australian proprietary company)
• ABN: 92 659 024 290
• Trading as: Ginozi
• Effective date: [EFFECTIVE DATE]
• Governing law: New South Wales, Australia
• Contact: ginoziapp@gmail.com
• Postal address: [POSTAL ADDRESS]

Related documents: Ginozi Terms of Use, Ginozi Privacy Policy, Ginozi Refund Policy, and Ginozi Acceptable Use Policy. Defined terms in the Terms of Use have the same meaning in these terms. If these terms and the Terms of Use are directly inconsistent about a Freelancer obligation, these terms prevail.

Contents

1. About these terms
2. Your relationship with Ginozi
3. Eligibility, onboarding and Stripe
4. Your account
5. Your content and usage licences
6. Pricing, GST and tax invoices
7. Platform Fees and plans
8. Receiving payment
9. Refunds, disputes and chargebacks
10. Storage, backups and deletion
11. Acceptable use
12. Warranties you give us
13. Our role and liability
14. Indemnity
15. Suspension and termination
16. Changes
17. General

1. About these terms

These Freelancer (Seller) Terms are a contract between you and Madhaus Pty Ltd (ACN 659 024 290) trading as Ginozi (Australian proprietary company, ABN 92 659 024 290), trading as Ginozi (we, us, our). They apply from [EFFECTIVE DATE] if you create a Freelancer account, upload Files, or receive payment through the Platform.

They are additional to the Terms of Use, Privacy Policy, Refund Policy and Acceptable Use Policy. You should read all of them before taking live payments.

2. Your relationship with Ginozi

You are an independent seller. You are not our employee, partner, or joint venturer, and you are not our agent except to the limited extent needed for us to operate the Platform (for example, passing a payment instruction through Stripe). You set your own prices, Files, Usage Licences, and client relationships.

For Delivery payments, you are the seller of the Files and the merchant of record. The contract for the Files is between you and the Client. Ginozi is not the seller of your Files and is not a party to that contract, except to the extent the Australian Consumer Law (ACL) or another law says otherwise about our own services or conduct.

Ginozi sells only the charges in section 7: the Platform Fee (Free plan only, after the first 5 Sends in a month), paid Subscriptions, Extra Storage (sold by Ginozi to you), and the Link Extension (currently A$5, which is sold to the Purchaser, not to you). Paid plans do not pay a per-transaction Platform Fee. You do not pay a fee merely to keep Files for the 12-month storage period after unlock.

3. Eligibility, onboarding and Stripe

You must be at least 16 years old, have legal capacity, and be able to contract under Australian law. If you act for a business, you confirm you are authorised to bind it.

The Platform is an Australia-only beta. You must be in Australia to create a Freelancer account and to use the Platform. People outside Australia cannot join the beta, but may join a waitlist so we can contact them if the Platform becomes available to them. We may ask you to confirm that you are in Australia, or use other reasonable checks. The Australia-only beta also applies to Clients, as set out in the Terms of Use.

You must complete sign-up with a verified email (magic link or Google sign-in) and a mobile number verified by SMS. To receive Delivery payments by card or another Stripe method, you must also onboard a Stripe Connect Express account, give Stripe the identity and banking information it requires, and accept the Stripe Connected Account Agreement and any other Stripe terms that apply to you.

We may refuse, delay, or revisit onboarding if Stripe rejects or restricts your account, if you do not pass verification, if you are not in Australia, or if we reasonably believe your use would breach the Acceptable Use Policy, the law, or Stripe's prohibited and restricted business lists. You must keep your Stripe account in good standing.

4. Your account

You must keep your account details, including your email, mobile number, and payout details, accurate and secure. You are responsible for activity on your account, unless that activity is caused by our failure to take reasonable security steps.

Tell us at ginoziapp@gmail.com promptly if you think your account, a Delivery link, or your Stripe account has been misused. You must not share your login, and you must not let someone else take payment into your account as a way of avoiding Stripe or Ginozi rules.

5. Your content and usage licences

You own or control your Files. You may attach a Usage Licence to each Delivery. When the Purchaser's payment is completed, you grant the Purchaser that Usage Licence. If you do not attach a licence, you should still agree the permitted use with your Client; Ginozi does not grant the Client a copyright licence on your behalf.

You grant us a limited licence to host, store, process, back up, transmit and display your Files and to create watermarked Previews, only as needed to operate, secure, and improve the Platform and to comply with law, as described in the Terms of Use. We do not claim ownership of your work.

You are responsible for making sure that Previews fairly represent the Files, that watermarks are not used to mislead, and that any page, length, or quality cap on a Preview is clear to the Client where it matters.

6. Pricing, GST and tax invoices

You set the price for each Delivery, including whether GST or another tax is added. You are responsible for deciding if you must be registered for GST or a similar tax, for remitting tax on your sales, and for issuing any tax invoice or receipt the law requires. Ginozi charges GST on its own fees, Subscriptions and Extra Storage, and does not collect or remit tax on your Delivery payments, or issue your tax invoices, unless a later tool is offered that you still have to check and adopt.

You are also responsible for your income tax and any other tax arising from your use of the Platform. We may issue you with invoices or receipts for the Platform Fee, Subscriptions and Extra Storage.

7. Platform Fees and plans

Ginozi's only charges to Freelancers are the Platform Fee, paid Subscriptions, and Extra Storage. The Link Extension (currently A$5) is a separate charge paid by the Purchaser to Ginozi. We do not charge a per-transaction Platform Fee on Starter, Pro or Teams. You do not pay a fee merely to keep Files for the 12-month storage period after unlock.

A Send is counted only when the Client's payment is completed. On the Free plan, the Platform Fee of 2% after the first 5 Sends in a calendar month is calculated on the amount the Client pays, and is always collected through Stripe, because bank transfer is not available on the Free plan. Ginozi does not charge a Platform Fee or any other transaction fee on a bank transfer payment. The 2% Platform Fee is not refunded or reversed if you later refund the Client, or if a Stripe chargeback succeeds. All Subscription prices are in Australian dollars and include GST. Monthly and yearly billing are both available, and current prices are also shown on the Platform's pricing page.

Subscriptions and Extra Storage automatically renew unless you cancel before the renewal date through [BILLING PORTAL OR ACCOUNT SETTINGS]. Cancellation takes effect at the end of the period you have paid for. You may sign back in and use the rest of a paid Subscription term until it ends. There are no refunds for unused time on a yearly Subscription, except where the ACL or the Refund Policy requires it. We will give at least [30 days'] notice of a price increase, which applies from the next renewal. A 14-day Pro trial requires a payment card and automatically converts to a paid Pro Subscription unless you cancel before the trial ends. We will send a daily countdown reminder from day 7 of the trial until the trial ends. Unused-time refunds and your ACL rights are set out in the Refund Policy and the Terms of Use. All Ginozi prices, including Extra Storage, include GST.

If you let a paid plan lapse, you return to the Free plan and the 2% Platform Fee may then apply after 5 Sends in a calendar month. Bank transfer is available only on Pro and Teams. If you leave Pro or Teams, including by downgrading to Starter or returning to the Free plan, bank transfer is no longer available. If you exceed your storage allowance, or you cancel or stop paying for Extra Storage, we may limit new uploads or take other steps described on the Platform. Those steps do not change the rule that Files are deleted 12 months after unlock.

8. Receiving payment

Card and similar Delivery payments are processed by Stripe as direct charges to you as the merchant of record. Payout timing, reserves, and Stripe processing fees are governed by your Stripe agreement. Stripe processing fees are not a Ginozi Platform Fee, and we do not mark them up as a Ginozi charge.

Bank transfer is Ginozi's own payment flow. It is available only on the Pro and Teams plans, not on the Free plan or Starter. It is not a Stripe payment method. The Client pays straight into your bank account and uploads a receipt. An AI model provided by xAI checks the receipt, then you confirm that the funds have been received and unlock the Files manually. Ginozi never holds bank transfer funds, and Ginozi does not charge a Platform Fee or any other transaction fee on a bank transfer payment. The AI check is an aid only. It is not a guarantee that the funds have arrived, are genuine, or will remain available. You must confirm that you have received the funds before you unlock the Files, unless you knowingly choose to unlock earlier. You bear the risk of unlocking on a false, altered, or mistaken receipt, except to the extent a loss is caused by our failure to provide the Platform with reasonable care and skill or by a liability we cannot exclude. Disputes about a bank transfer payment are between you and the Client. There is no Stripe chargeback route for those payments.

We do not currently offer Afterpay or other buy-now-pay-later methods. If we later add other payment methods, we will describe them and any extra terms that apply to you.

9. Refunds, disputes and chargebacks

You are responsible for Client refunds, and for Stripe payment disputes and chargebacks on Stripe Delivery payments, as set out in the Refund Policy. Disputes about a bank transfer payment are between you and the Client, and there is no Stripe chargeback route for those payments. You must handle refund requests promptly, fairly, and in accordance with the ACL and any other law that applies to your supply.

As between you and Ginozi, you bear chargeback amounts, dispute fees, and related Stripe recoveries on your Delivery payments, except to the extent a loss was caused by our failure to provide the Platform with reasonable care and skill, or by a matter the law does not allow us to pass on. We may keep download, approval and IP logs for a limited time as dispute evidence only. Because Delivery links can be forwarded, those logs may not prove who used a link.

You must not ask a Client to waive ACL rights, and you must not refuse a remedy the law requires. If you have a high rate of refunds, disputes or chargebacks, or you do not cooperate, we may limit features, delay or withhold a payout where Stripe allows it, or suspend or close your account.

Refunds of Ginozi's own charges (Subscriptions, Extra Storage, and the Platform Fee, which is not refunded or reversed after a Client refund or chargeback) are described in the Refund Policy. The Link Extension is a sale by Ginozi to the Purchaser.

10. Storage, backups and deletion

We keep Files free of charge for 12 months after they are unlocked, then we delete them. Files are active for the first 30 days after unlock, then archived. You can restore archived Files to active storage for free during the 12-month storage period. Restoring archived Files does not restart the 12-month period, and it does not extend the Client Unlock Period.

Each paid plan (Starter, Pro and Teams) includes 500 GB of storage. If you need more capacity, you may buy Extra Storage for A$7 a month, including GST, for each extra 500 GB, as described in section 7. Extra Storage is extra capacity only. It does not extend the 12-month storage period. The storage included with the Free plan is shown on the Platform. If you exceed your storage allowance, or you cancel or stop paying for Extra Storage, we may limit new uploads or take other steps described on the Platform. Those steps do not change the rule that Files are deleted 12 months after unlock.

You must keep your own backups. We are not a general backup or archive service. After the Client Unlock Period ends (7 days after delivery), the Client may ask you to resend the link at no charge, or may buy a Link Extension (currently A$5 for 7 more days), while the Files remain within the 12-month storage period. The Purchaser may buy more than one Link Extension for the same Delivery while those conditions apply.

The 12-month storage period starts when the Files are first unlocked. How long we keep Files that are never unlocked will be described on the Platform. We may delete Files earlier if required by law, if you close your account, or if we reasonably believe the Files breach the Acceptable Use Policy or infringe another person's rights.

11. Acceptable use

You must comply with the Acceptable Use Policy, including its prohibition on sexually explicit content and Stripe's prohibited and restricted business lists, and you must not use the Platform for unlawful or infringing Files. You must share Delivery links only with the intended Client, and you should tell the Client that anyone with the link can view, pay, and download. You are responsible for keeping your links and account secure.

If we receive an intellectual property complaint about your Content, we may follow the process in the Acceptable Use Policy, including removing a Delivery or asking you for a response.

12. Warranties you give us

You warrant, and promise to keep it true, that:

• You have the right to upload the Files, to offer them for sale, and to grant the Usage Licence you attach.
• The Files and your Delivery description are not misleading, and they comply with the Acceptable Use Policy and the law.
• You will handle GST, tax invoices, refunds and consumer guarantees that apply to your supply.
• The information you give us and Stripe is accurate and kept reasonably up to date.

13. Our role and liability

We will provide the Platform with reasonable care and skill. We do not guarantee particular sales, payout timing (which may depend on Stripe), uninterrupted service, or the accuracy of an AI receipt check.

Nothing in these terms excludes, restricts or modifies any consumer guarantee, right or remedy you have under the ACL or any other law that cannot lawfully be excluded or limited. The ACL section of the Terms of Use applies to you, including the remedies for major and minor failures, and the limited way we may limit liability for some non-household services where the ACL allows it.

To the extent permitted by law, and without affecting your ACL rights, we are not liable for loss caused by a Delivery link you or your Client share, by your Files or Usage Licence, by your tax or refund obligations, by your decision to unlock after a bank transfer, or by your failure to keep backups. An aggregate liability cap, limited to amounts you paid to Ginozi in the 12 months before the claim, is set out in the Terms of Use.

14. Indemnity

You agree to indemnify us against reasonably foreseeable loss, damage, and reasonable legal costs we actually incur arising out of a third-party claim, to the extent caused by: your Files or Usage Licence; your breach of these terms, the Acceptable Use Policy, or the law; your handling of a Client payment, refund, tax invoice, or chargeback; or a Delivery link being used in a way you failed to take reasonable steps to prevent, where those steps were within your control.

This indemnity does not apply to the extent the loss was caused or contributed to by our negligence, our wilful misconduct, our breach of these terms or the ACL, or a defect in the Platform that was not reasonably within your control. We will take reasonable steps to mitigate our loss, and we will tell you about a relevant third-party claim where we can.

15. Suspension and termination

You may close your account at any time through [ACCOUNT SETTINGS] or by writing to ginoziapp@gmail.com. You remain responsible for pending payments, refunds, chargebacks, and tax obligations. We may delete stored Files after closure in line with the ordinary storage rules and the Privacy Policy.

We may suspend or close your account, remove a Delivery, or restrict payouts, as set out in the Terms of Use and the Acceptable Use Policy, including where we reasonably believe you are in breach, where Stripe requires it, or where we reasonably need to protect users or the public, or to limit the beta to users in Australia. Where practical, we will give you notice and a chance to respond, unless we reasonably need to act immediately.

If we close your account and you have prepaid unused Subscription or Extra Storage time, we will consider a refund in line with the Refund Policy and the ACL. A closure for serious breach does not, by itself, remove a remedy you have under the ACL.

16. Changes

We may change these terms in the same way as the Terms of Use. For a change that is material and adverse to you, we will give at least [30 days'] notice, unless a shorter period is required by law or needed to address a security, fraud, or legal risk. If you do not agree, you may stop using the Platform and cancel a Subscription or Extra Storage before the change takes effect.

17. General

These terms are governed by the laws of New South Wales, Australia, on the same basis as the Terms of Use, including that a consumer may use a court or tribunal that has jurisdiction under the ACL. The general provisions of the Terms of Use (including severance, waiver, assignment, and notices) also apply.

Our notices to you may be sent to the email on your account. Your notices to us may be sent to ginoziapp@gmail.com or [POSTAL ADDRESS].