Global contract guide

1 Global Client and Freelancer Agreement

1 Parties and contract documents

This agreement is between the Client and Freelancer identified in the signed statement of work, together called the Parties. Each signatory confirms legal capacity and authority to bind the named party. A representative signs for the named business, not automatically in a personal capacity.

The agreement consists of this text, the statement of work, its deliverable and price schedules, and the country addendum accepted by both Parties. Mandatory applicable law prevails. Next, a signed country addendum prevails for the matters it expressly addresses; an expressly agreed project variation prevails over the corresponding clause of this text. Platform Terms govern platform access separately and do not silently amend project obligations.

2 Independent relationship and platform role

The Parties intend an independent service relationship. The Freelancer controls how work is performed, subject to agreed outcomes, security requirements and applicable law. This intention does not override an employment, agency or worker classification required by the actual relationship or local law.

Zerlancer and Zertical Private Limited provide technology for discovery, communication and records. They are not Parties to this agreement, do not employ either Party for this project, and cannot bind a Party merely by providing these features. Any voluntary platform assistance is not binding adjudication, escrow, a payment guarantee or insurance. The platform retains its own legal duties. A separate agreement expressly signed by Zertical in its own name is required for any additional project undertaking by it.

3 Services and lawful project scope

The Freelancer will provide the services and deliverables specified in the statement of work. The Client will supply the inputs, access and decisions assigned to it. Excluded services, dependencies, assumptions and acceptance tests must be stated clearly. No Party must perform unlawful work, disclose information without authority or breach a licence or applicable trade restriction.

Employment placement, regulated professional services, government procurement, property transactions, powers of attorney, financial custody and other work requiring additional authorisation are outside this standard template unless a specifically reviewed addendum approves the category and formalities. Country of residence alone does not resolve these requirements.

4 Schedule and cooperation

The statement of work sets milestone dates, working locations, time zones and response periods. Each Party will notify the other promptly of a foreseeable delay and its cause. A dependency delay permits a reasonable corresponding schedule adjustment agreed in writing; it does not authorise an undisclosed price increase. Material changes use the change procedure below.

5 Delivery and acceptance

The Freelancer will submit each deliverable with a notice identifying its milestone and version. The Client will test it against the agreed acceptance criteria within the stated review period. An objection must identify the criterion not met and provide enough detail to reproduce or understand the issue.

The Freelancer will correct a material failure within the agreed correction period without an additional charge. A request beyond the agreed criteria or revision allowance is a change request. Silence does not automatically establish acceptance under this template. Acceptance requires an express record, without waiving hidden defects or mandatory remedies. An automatic acceptance rule requires a separately reviewed, expressly accepted variation.

6 Changes and additional work

Either Party may request a change describing its effect on scope, deliverables, price, dependencies and dates. No change binds either Party until both authorised representatives accept the same written version. The original scope remains in effect while a change is unresolved, unless lawful performance is impossible. A platform message is evidence of a change only where it clearly records both Parties' agreement; an informal discussion alone is insufficient.

7 Price and direct payment

The statement of work specifies an ISO currency code, total price or capped calculation, milestone amounts, invoice requirements and due dates. The Client pays the Freelancer directly through the agreed lawful external method. Zerlancer does not receive, hold, transmit or verify project money and charges no percentage of project payments.

Bank, conversion and transfer charges are allocated in the statement of work. Neither Party may substitute a beneficiary account without an authenticated notice and independent confirmation through a previously established contact route. A user payment declaration or receipt uploaded to Zerlancer is not proof of bank settlement verified by the platform.

8 Taxes and statutory deductions

Each Party is responsible for its own taxes, registration and compliant invoices. A Party must make a legally required withholding or deduction and give the other the required evidence. The agreed price must state whether indirect taxes are included, how legally required deductions affect the amount received, and whether any lawful gross up has been expressly agreed.

The Parties will supply accurate, proportionate tax information where lawfully required. This allocation does not transfer or waive a platform operator's statutory duties. The country addendum records the relevant withholding, VAT, GST, sales tax, reporting and cross-border payment decisions. The absence of platform collection or commission does not by itself establish a tax exemption. [S5, S6, S7, S8, S9]

9 Intellectual property and background materials

Each Party retains its pre-existing materials, tools and intellectual property. The Freelancer must disclose third-party materials and licence conditions before their inclusion, obtain required permissions and identify any restrictions on the Client's intended use.

Select one treatment in the statement of work. Option A grants the Client, after full payment for the relevant deliverable, a worldwide, non-exclusive licence to use and modify that deliverable for the stated business purpose, for the lawful duration of the rights. Distribution, resale, sublicensing and exclusivity require express terms. Background materials receive only the licence necessary for the authorised use.

Option B uses a separate signed assignment schedule identifying the works and rights transferred, territory, duration, consideration, permitted future works and transfer conditions. No assignment is inferred from a generic ownership label or from payment alone. Non-transferable rights, moral rights and mandatory royalty rules are preserved. The country addendum determines any additional writing, signature or registration requirement. Portfolio or publicity use requires the Client's separate written permission. [S10]

10 Confidentiality

A receiving Party will use confidential information only for the project, restrict access to authorised people who need it, and apply reasonable safeguards. Confidential information excludes information lawfully public, already lawfully known, independently developed or received lawfully without a confidentiality duty. Required legal disclosure is allowed, with advance notice where lawful and practical.

Ordinary confidential information remains protected for three years after termination unless the statement of work specifies a different lawful period. Trade secrets remain protected while they qualify as trade secrets. Return or delete information when no longer needed, subject to lawful records retention and legal holds. Necessary retained copies remain protected.

11 Personal data and document security

Each Party will process personal data only with proper authority and an applicable legal basis. Before the Freelancer processes data on the Client's behalf, the Parties will complete a separate data processing schedule where required, identifying roles, instructions, security, permitted subprocessors, locations, transfers, incident handling and deletion. This agreement alone is not a completed data processing agreement or international transfer instrument.

Use the platform's private document-sharing controls where available. Files awaiting security clearance, quarantined or withdrawn must not be released through an alternative route to evade a safety restriction. A clean scan reduces risk but does not certify that a file is harmless in every setting. Report suspected unauthorised access promptly through the agreed contacts and preserve relevant evidence. Statutory notification deadlines remain controlling. [S4]

12 People and subcontractors

The Freelancer may use a subcontractor only with the Client's written approval where that person will access confidential information or personal data, or perform a material project obligation. The Freelancer remains responsible for the subcontractor's performance and must secure necessary confidentiality, intellectual property and data obligations. Neither Party may claim that a contractual label alone resolves employment, immigration, local licensing or permanent establishment rules.

13 Performance commitments

The Freelancer will use reasonable skill and care, supply work materially meeting the agreed criteria and disclose a known material conflict or legal restriction. The Client confirms authority to supply its inputs and instructions. Neither Party guarantees revenue, rankings, business success or an outcome outside the agreed deliverables. Mandatory quality standards and statutory remedies are preserved.

14 Liability between the Parties

Subject to mandatory law, each Party is responsible for loss it causes by breach of this agreement. Neither Party is responsible for another Party's unrelated business decisions. An exclusion of indirect losses or a financial cap applies only if the statement of work expressly states the reviewed scope and amount. An empty cap field does not create a zero liability cap.

No provision excludes fraud, wilful misconduct, a payment already due, infringement or misuse of confidential information that applicable law makes non-excludable, or any other liability or remedy that law does not permit the Parties to exclude. Any special treatment of data, confidentiality or intellectual property claims must be expressly reviewed and stated. This clause addresses the Client and Freelancer; platform liability is governed separately by lawful platform Terms.

15 Suspension and termination

A Party may suspend affected work after notice if continued performance would be unlawful or create a serious security risk. Otherwise a material breach gives the breaching Party the correction period specified in the statement of work, normally ten calendar days. If not corrected, the other Party may terminate by written notice. Immediate termination is allowed for fraud or a material breach that cannot reasonably be corrected, subject to mandatory law.

Either Party may terminate for convenience on the agreed notice period. If no period is entered, give fourteen calendar days. The Client must pay for conforming completed work and reasonable documented commitments expressly authorised before termination, without double recovery. The Freelancer must account for and return any advance exceeding amounts properly earned or due. Provide paid deliverables and any agreed transition assistance. Termination does not erase accrued rights, confidentiality or lawful evidence retention.

16 Cancellation and refunds

Project refunds and price adjustments depend on the Parties' performance, agreed project terms and mandatory law. A Freelancer cannot retain an unearned advance merely by citing the platform's membership refund policy. Zerlancer membership fees and project fees are separate. A platform rule against discretionary membership refunds does not defeat a statutory cancellation, refund or other remedy in a customer's country.

If a Party has consumer status, complete the consumer part of the country addendum before work begins. Record required precontract information, cancellation rights and any lawful request for early performance. Do not use a general checkbox to waive every consumer protection.

17 Events outside reasonable control

A Party affected by an event outside its reasonable control will notify the other, mitigate its effect and resume performance where practical. Payment for work already properly delivered remains due. If the event continues for thirty calendar days, either Party may terminate the affected scope and account for completed work and unearned advances under clause 15. Lack of funds or an avoidable security failure is not automatically such an event.

18 Disputes and grievances

The Parties will first try to resolve a project dispute through their named contacts within fourteen calendar days after a detailed notice. They may then use mediation by mutual written agreement. Zerlancer may help exchange records but is not required to act as arbitrator, recover money or determine a binding outcome.

The country addendum selects a lawful court forum. Arbitration applies only if a separate reviewed agreement specifies consent, institution or rules, seat, language, costs and access to mandatory remedies. No compulsory arbitration, class waiver or exclusive India forum is introduced by this template. A Party may seek urgent relief or use a mandatory consumer, labour, regulatory or other competent forum without waiting for the voluntary discussion period.

Platform conduct, privacy and security complaints may be sent to support@msmenxt.com for Grievance Officer Bhupesh Purohit. This does not replace a competent authority, prevent a Party from taking legal action or make Zertical responsible for the other Party's project debt.

19 Governing law and mandatory rights

The law selected in the signed country addendum governs this project to the extent the choice is lawful. It does not remove overriding mandatory rules, public policy, employment protections or non-waivable consumer rights. The platform's Indian registration alone does not select India law for the Client and Freelancer's agreement. Where a choice cannot lawfully operate, the competent forum determines the applicable law under its conflict rules. [S1]

20 Notices and contract language

Project notices use the contact addresses specified in the statement of work. Record delivery and any changed address through an authenticated route. Dates must identify the time zone; platform evidence uses UTC with any displayed local conversion labelled. The signed documents specify their governing language. Provide translations or disclosures where required, and do not claim an English precedence clause overrides mandatory local language rules.

21 Execution and records

The Parties may use electronic acceptance where suitable and lawful for the document and jurisdiction. Each must be able to read and retain the final terms and sign the same identified version. An email OTP verifies control of a mailbox; it does not by itself certify legal identity, signing authority, a qualified electronic signature or a government-backed eSign service.

If local law or the chosen document requires a particular signature, witness, notarisation, stamp or registration, complete that formality using the approved method. A platform intent record and document hash must not be described as a certified signature or conclusive evidence of legal enforceability. [S2, S3]

22 Entire agreement and remaining provisions

These signed documents contain the Parties' agreement about this scope. A modification requires both Parties' recorded agreement to the same version. Neither Party may assign the project agreement without the other's written consent, except where mandatory law provides otherwise. If a clause cannot be enforced, preserve the remainder where lawful without replacing it with a harsher term. A delay in enforcing a right is not a permanent waiver. No platform disclaimer limits a public authority's powers.

23 Signature record

Client legal name: [complete]. Authorised signatory and title: [complete]. Signature method: [complete]. Date and time zone: [complete].

Freelancer legal name: [complete]. Authorised signatory and title, where relevant: [complete]. Signature method: [complete]. Date and time zone: [complete].

Agreement ID and version: [complete]. Statement of work ID and version: [complete]. Country addendum ID and version: [complete]. Final document hash or signed document reference: [complete]. Effective date or stated conditions: [complete]. Zertical is not a signatory to this project agreement.

2 Statement of Work Template

1 Project and parties

• Project title and ID: [complete]. Agreement version: [complete].
• Client legal name, entity type and registration number where relevant: [complete]. Business or consumer purpose and actual use: [complete].
• Client principal address, country and state or province: [complete]. Authorised signatory and notice email: [complete].
• Freelancer legal name, entity type and registration where relevant: [complete]. Principal address, country and state or province: [complete].
• Freelancer notice email and signatory authority: [complete].
• Locations where the work is performed and delivered: [complete]. Project language and required translations: [complete].
• Country addendum ID and version: [complete]. Required permits or professional licences: [complete or not applicable with reason].

2 Scope and acceptance

Describe the service and intended use: [complete]. List dependencies and Client inputs with delivery dates: [complete]. State exclusions, required software versions and accessibility or security requirements: [complete].

Review period: [complete] calendar days after a complete delivery notice. Correction period: [complete]. Included revision rounds and boundaries: [complete]. Express acceptance contact: [complete]. Source files, documentation and handover items: [complete].

3 Price and external payment

Currency code: [complete]. Price model: [select fixed total, milestones, hourly with cap, retainer or other reviewed model]. Total or maximum amount: [complete]. Taxes included or additional: [complete].

Check that payment amounts reconcile to the total. For hourly work, specify the rate, approved hours, maximum charge, time-record evidence and authorisation for increases. For a retainer, specify the period, included capacity, unused capacity treatment and termination calculation.

External payment method and authenticated beneficiary verification process: [complete]. Party paying bank charges: [complete]. Conversion method, timing and exchange-rate risk: [complete]. Required tax deductions, evidence and any lawful agreed gross up: [complete]. No platform fee collection or escrow is authorised.

4 Ownership and information

Intellectual property selection: [select Option A licence or Option B separate assignment]. Permitted use and distribution: [complete]. Background material inventory and licence: [complete]. Third-party material, open-source terms and restrictions: [complete]. Portfolio permission: [select none or attached written permission].

For an assignment, attach the signed works and rights schedule with territory, duration, consideration and payment condition. For personal data, attach the required processing and transfer schedule before access. Confidential information category and approved recipients: [complete]. Return, deletion and required retention: [complete].

5 Project administration

Client decision maker: [complete]. Freelancer project contact: [complete]. Work and meeting time zones: [complete]. Change approval method: [complete]. Termination notice period and correction period: [complete]. Transition assistance and agreed charge or inclusion: [complete].

Reviewed liability exclusion and cap, if any: [complete or expressly no negotiated financial cap]. Governing law and court forum: see signed country addendum. Arbitration: [select none or attach separate reviewed clause]. Required stamp, witness or execution reference: [complete or reviewed not applicable].

Both Parties accept the same completed statement of work. Client signature and date: [complete]. Freelancer signature and date: [complete]. Version and final document reference: [complete].

3 Country and Consumer Addendum Template

1 Jurisdiction record

Addendum ID and version: [complete]. Linked project and agreement: [complete]. Client country, state or province and business or consumer status: [complete]. Freelancer country, state or province and tax residence: [complete]. Work locations, delivery destination and any relevant establishment: [complete]. Platform operator: Zertical Private Limited, India.

Selected substantive governing law, including relevant state or province: [complete]. Lawful court forum and jurisdiction basis: [complete]. Applicable mandatory local protections and permitted deviations from the base agreement: [complete]. Required local language and controlling translation treatment: [complete].

2 Country specific variations

Record exact replacement text, affected base clause number, purpose and applicability. Do not attach a vague statement that all local rules have been waived.

3 Consumer projects

Complete this section where the Client acts for a purpose protected by consumer law. A business checkbox does not settle the classification. Provide seller identity, contact, service description, total price and tax, performance dates, complaint route and cancellation information before agreement where required.

Applicable cancellation period, starting event and method: [complete or reviewed not applicable]. Model cancellation notice or form and destination: [attach where required]. Request to begin during that period: [separate explicit request if lawful]. Consequences of early performance, proportionate charges and any lawful loss of cancellation rights: [exact applicable disclosure and consent, not a blanket waiver]. Required refund timing and mechanism: [complete].

Mandatory guarantees, local consumer forum and required remedy information: [complete]. No universal no-refund, no-liability or mandatory arbitration wording displaces these rights. If this section is unresolved, do not use the business agreement to conceal the gap.

4 Tax and execution details

Applicable tax and reporting rules and reviewed statutory references: [complete]. Minimum identity and tax fields to collect: [complete]. Person making a deduction, filing a report or issuing an invoice: [complete]. Registration, filing dates, certificates and lawful retention: [complete]. Evidence confirming any exemption: [complete].

Signature method permitted for this document and locations: [complete]. Additional identity or authority proof: [complete]. Stamp jurisdiction and instrument classification: [complete]. Amount, payer and payment reference if required: [complete]. Witness, notarisation or registration requirements: [complete]. Do not assume an electronic document is exempt from stamp duties.

5 Data and geographic restrictions

Controller or processor roles, processing purpose and lawful basis: [complete]. Permitted data categories, subprocessors, hosting and remote-access countries: [complete]. Required transfer instrument and assessment: [complete]. Required representative or local contact: [complete or reviewed not applicable]. Retention, access, incident and deletion procedure: [complete].

Applicable sanctions, export controls, service licensing or other legal restrictions: [complete]. Review the actual Parties, service and route against the relevant current rules; nationality alone is not a universal ban or approval. Do not claim clearance from a static list copied into this template.

6 Acceptance

Client signatory, authority, signature method and date: [complete]. Freelancer signatory, authority, signature method and date: [complete]. Reviewer references and review dates: [complete]. Any reviewer approves only the stated scope; do not record an unprovided approval. This addendum binds the Parties only as completed and accepted, subject to mandatory law.

8 Primary Sources and Review References

Research date 6 October 2026. Sources support the stated review issues. Model principles and international frameworks are not a single worldwide contract law. Recheck current law, treaty status and local implementation when a scope is approved.

S1 Choice of law in commercial contracts

HCCH Principles on Choice of Law in International Commercial Contracts, Article 1 and Article 11. The Principles preserve overriding mandatory rules and exclude consumer and employment contracts from their commercial scope. They are principles, not a universal statute.

https://www.hcch.net/en/instruments/conventions/full-text/?cid=135

S2 Electronic commerce frameworks

UNCITRAL electronic commerce texts describe recognition and functional equivalence frameworks implemented through national law and instruments with their own scope. They do not certify the platform's execution method in every country.

https://uncitral.un.org/en/texts/ecommerce

S3 Certified India electronic signatures

Controller of Certifying Authorities eSign service distinguishes provider-backed identity and certificate processes from an ordinary mailbox verification or click record. Apply this source only to the relevant India method.

https://www.cca.gov.in/eSign.html

S4 Privacy territorial scope and transfers

European Data Protection Board final Guidelines 3/2018 on GDPR Article 3, and final Guidelines 05/2021 on Article 3 and Chapter V. Offering services and international transfers need separate scope and safeguards analysis.

https://www.edpb.europa.eu/documents/guideline/guidelines-32018-on-the-territorial-scope-of-the-gdpr-article-3-version-adopted_en

https://www.edpb.europa.eu/system/files/2023-02/edpb_guidelines_05-2021_interplay_between_the_application_of_art3-chapter_v_of_the_gdpr_v2_en_0.pdf

S5 European platform reporting

Council Directive EU 2021/514, Annex V, and the European Commission 2026 evaluation. Assess personal-service facilitation, reportable sellers, non-EU operator rules and narrowly defined software exclusions. No registration or reporting completion is claimed.

https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=celex%3A32021L0514

https://eur-lex.europa.eu/LexUriServ/LexUriServ.do?uri=SWD%3A2026%3A0165%3AFIN%3AEN%3APDF

S6 United Kingdom platform reporting

HMRC Check if you need to register as a digital platform operator, updated 21 July 2026. Its operator-nexus and actual software tests require application to this business, not an assumption from a user's country.

https://www.gov.uk/guidance/check-if-you-need-to-register-as-a-digital-platform-operator

S7 United States tax review

IRS Gig economy tax center identifies worker tax responsibilities and digital-platform classification, reporting and filing responsibilities. It is not a determination of Zerlancer's US filing status.

https://www.irs.gov/businesses/gig-economy-tax-center

S8 India income tax

Income-tax Act 2025 section 393, including table 8(v), Note 3 and applicable exemptions. Where the ecommerce provision applies, the direct-payment deeming rule prevents assuming that no fund collection automatically removes the obligation. The actual model and current tax-year procedure need review.

https://www.incometaxindia.gov.in/w/section-393-5

S9 India GST

CGST Act section 52 has a separate collection condition for the relevant ecommerce TCS rule. Review membership/service GST, registration, place of supply and any other applicable provisions independently.

https://taxinformation.cbic.gov.in/content-page/explore-act/1000325/1000001

S10 India copyright assignments

Copyright Act section 19 requires attention to signed writing and identification of works, rights, territory, duration and consideration. The project IP schedule must address relevant local rules elsewhere too.

https://copyright.gov.in/Copyright_Act_1957/chapter_iv.html

S11 India consumer ecommerce rules

Department of Consumer Affairs rules index and government-hosted 2020 rules. Current amendments and their effective dates need checking at adoption; acknowledgement and complaint handling require a functioning procedure.

https://consumeraffairs.gov.in/pages/consumer-protection-acts

https://thc.nic.in/Central%20Governmental%20Rules/Consumer%20Protection%20%28E-Commerce%29%20Rules%2C%202020.pdf

S12 India electronic evidence

Bharatiya Sakshya Adhiniyam 2023 section 63 and its schedule. Review the actual production and certificate requirements; hash records do not replace them.

https://www.indiacode.nic.in/indiacode/bitstream/123456789/20063/1/aa202347.pdf

S13 India DPDP commencement

MeitY commencement notification GSR 843E dated 13 November 2025 specifies staged commencement. Maintain an exact applicability calendar rather than claiming all provisions are already effective.

https://www.meity.gov.in/static/uploads/2025/11/c56ceae6c383460ca69577428d36828b.pdf