Freelancer Agreement

1. Parties and contractual structure

This agreement is concluded between the freelancer holding the account and ORIGIN SYSTEMS, a Sole Proprietorship, registered with the RCCM under number RB/COT/25 A 114555, tax ID (IFU) 0202012022130, with registered office at Quartier Vedoko, Carré 1464, Maison Codo Gervais, Cotonou, Benin, represented by Mr Lionel Okpeicha.

ORIGIN SYSTEMS operates Onrari and provides the platform services. Each project contract covering work and deliverables is concluded separately between the freelancer and the client when the client accepts the proposal.

2. Onboarding, eligibility, and verification

You must be at least 18 years old, have capacity to contract, and the right to work as an independent contractor. Onrari may verify your identity and request documents under know-your-customer (KYC), anti-fraud, and sanctions obligations.

3. Independent contractor status

You act as an independent contractor. You control your methods and schedule subject to agreed milestones, supply your own tools, and handle your tax, social, and permit obligations. No employment, agency, or partnership is created with Onrari or the client, and you cannot bind either of them.

4. Profile accuracy

Your profile, skills, references, and rates must be accurate and current. False statements may lead to account suspension.

5. Invitations and fixed-price proposals

The platform may recommend you and invite you to projects. You submit fixed-price proposals stating deliverables, milestones, price, and schedule. The platform does not guarantee invitation volume or project awards.

6. Project contract formation

The project contract is formed when the client accepts your proposal; it takes effect on your electronic signature. It comprises the accepted specification, your proposal, milestones, deliverables, prices and schedule, together with the platform contractual documents. Any change requires agreement of both parties.

7. Performance and professional standards

You produce deliverables with care, in line with the accepted proposal, agreed deadlines, and applicable laws. You hold the skills you advertise and work diligently.

8. Communication and change control

You communicate professionally through the platform and inform the client of delays or difficulties. Any change request outside the accepted scope becomes a change proposal that both parties must accept.

9. Delivery and revisions

You deliver each milestone through the platform with the agreed items. Reasoned change requests within the scope of the accepted proposal are handled reasonably.

10. Client approval and disputes

The client may approve the deliverable, request changes, or open a dispute under the payment policy. You cooperate in good faith and provide useful evidence. Approval credits your available internal balance.

11. Commission

Onrari charges shared fees: a 5% service fee on the client side and a 5% commission deducted from your earnings, with a minimum total fee of €10 (or the billed-currency equivalent) split evenly between both sides. For a €1,000 milestone, the client pays €1,050 and €950 is credited to you, excluding any disclosed third-party, tax, or foreign-exchange items shown before payment or withdrawal.

12. Internal balance and contractual receivable

Your internal balance is accounting information representing a contractual receivable against ORIGIN SYSTEMS. It is not a bank account or payment account and earns no interest.

13. Withdrawal request and checks

You request withdrawal of your available balance. ORIGIN SYSTEMS performs identity, compliance, and fraud checks, then pays separately through available payout providers. Provider delays and fees may apply; applicable fees and exchange rates are shown to you before withdrawal.

14. Refunds, reversals, and offset

You bear reversals and refunds caused by your fraud, breach, or nonconforming work. After notice and on the basis of documented evidence, Onrari may offset these amounts against your future available balances.

15. Taxes and invoices

You determine and pay the taxes applicable to your earnings and issue the invoices required by law to the client. Onrari does not provide tax advice.

16. Intellectual property and third-party items

Each party keeps its pre-existing materials. You declare before acceptance the background materials, open-source licenses, and third-party items embedded in deliverables. Upon full payment of the relevant milestone, rights in project-specific deliverables are assigned or licensed to the client as the project terms and applicable law allow, moral rights being handled only to the extent permitted by law. No transfer occurs for unpaid or rejected work.

17. Confidentiality, data, and security

You protect the client's confidential information and use project data only to perform it. You apply reasonable security measures on your own systems.

18. Non-circumvention

For a project initiated on Onrari, you do not contract for or accept payment off-platform.

19. Prohibited conduct

You do not engage in illegal or fraudulent activity, falsify deliverables, impersonate others, or manipulate ratings.

20. Ratings

Clients may rate your work after a milestone is released. Ratings must remain honest; Onrari may remove abusive content.

21. Suspension and termination

Onrari may suspend or terminate your account for breach, fraud, or legal obligation, with reasonable notice where possible. Receivables formed before termination remain due under these terms.

22. Warranties, indemnity, and liability

You warrant that your deliverables do not infringe third-party rights and that your statements are accurate. You indemnify Onrari against third-party claims arising from your breach, to the extent permitted by law. ORIGIN SYSTEMS' liability remains limited as stated in the Platform Terms.

23. Term and survival

This agreement applies while you use the platform and, for each project, until full performance or dispute resolution. The confidentiality, intellectual property, payment, refund, and liability clauses survive termination.

24. Governing law and contact

Governing law and competent jurisdiction: Beninese law and, after a good-faith attempt at amicable resolution, the competent courts of Cotonou. Contact: support@onrari.com. Phone: +229 01 67 80 52 65. Mail: ORIGIN SYSTEMS, Quartier Vedoko, Carré 1464, Maison Codo Gervais, Cotonou, Benin, attention Mr Lionel Okpeicha.