Terms of Service

Who we are and who these Terms apply to

Part A: Common Terms

1.1 Independ is operated by Xlancr Infotech Private Limited, an Indian company. In these Terms, Independ, we, us, and our mean that company.

1.2 You means the individual accepting these Terms. If that individual accepts for a company, LLP, firm, agency, partnership, sole proprietorship, or another organisation, you also means that organisation where the context requires.

1.3 A Client is a verified person or organisation seeking to purchase a project service from Independ. A Freelancer is an adult individual professional or sole proprietor who may supply subcontracted services to Independ. An Agency is a legal business that may supply subcontracted services through its verified point of contact.

1.4 A Project is a defined engagement that proceeds under the applicable accepted Project Contracts. A Project Contract means the Client Project Service Agreement or the corresponding Freelancer or Agency Project Subcontractor Agreement, depending on the user and context.

1.5 Business Day means Monday to Friday, excluding applicable public and bank holidays in Madhya Pradesh, India. Base Project Value means the service value used for Project eligibility and product controls before GST and separately displayed amounts.

1.6 These Terms cover the Independ website, application, account, project-discovery process, community route, proposal and negotiation functions, Project Workspace, support channels, and any related Independ service identified at the time of use.

Documents that form the agreement

2.1 The following documents may apply to your relationship with Independ:

1. These Terms of Service.

2. The Independ Platform Rules and Acceptable Use Policy.

3. The Privacy Policy.

4. The Cancellation, Refund and Internal Dispute Review Policy.

5. The Legal and Grievance Information page.

6. A Client Project Service Agreement accepted by a Client.

7. A Freelancer or Agency Project Subcontractor Agreement accepted by a Freelancer or Agency.

8. Any attachment or approved Change Request forming part of a Project Contract.

2.2 The Platform Rules form part of these Terms and explain operational requirements, including account limits, project eligibility, proposals, communication, acceptable use, Community Projects, submissions, reviews, Alerts, Disputes, and account action.

2.3 The Privacy Policy is a notice describing personal-data processing. Accepting these Terms does not replace a separate consent or choice where applicable law requires one.

2.4 For a project-specific conflict, the following order applies:

1. Mandatory law and a binding order from a competent authority.

2. An approved Change Request for the matters it expressly changes.

3. The applicable accepted Project Contract and its schedule.

4. These Terms and any applicable special policy.

5. The Platform Rules.

2.5 A lower-ranking document cannot authorise illegal activity, prohibited work, unsafe conduct, payment bypass, misuse of personal data, or conduct forbidden by mandatory law.

Accepting these Terms and activating a role

3.1 You accept these Terms through the affirmative checkbox and acceptance action shown by Independ. The acceptance wording may state that you agree to these Terms and the Platform Rules and acknowledge the Privacy Policy.

3.2 We preserve the accepted document version, acceptance action, date and time, account identity, stated role, authority information, and available technical evidence. An electronic acceptance is intended to have the same contractual effect as a physical acceptance where applicable law permits.

3.3 Merely visiting a public page does not create a paid Project or require either party to buy or supply a service.

3.4 The common provisions apply to every user. The Client provisions apply when you post, negotiate, purchase, fund, review, or otherwise act as a Client. The Freelancer and Agency provisions apply when you create a service-provider profile, submit a proposal, negotiate as a supplier, or perform subcontracted work.

3.5 If you activate a new role after initial signup, Independ may require you to review and accept the then-current role-specific terms before using that role.

3.6 Accepting these Terms does not enrol you in a paid subscription. Any future subscription requires a separate clear offer showing its price, renewal method, billing frequency, cancellation process, and effect on project pricing before acceptance.

Eligibility and authority

4.1 Every individual user must be at least 18 years old and legally capable of entering into a contract.

4.2 During the India-only launch, ordinary users must be based in India, Projects must be contracted in India, and Project amounts must be denominated in INR. Government, foreign, cross-border, or foreign-currency work requires a separately approved process.

4.3 If you act for an organisation, you confirm that you are authorised to accept these Terms and perform the relevant actions for it. We may request an authority declaration, company-email confirmation, board or partner authorisation, or other reasonable evidence.

4.4 You must tell us promptly if you lose authority, cease operating, become unable to contract, or experience another change materially affecting your ability to use Independ, pay, or perform lawfully.

4.5 A company or other Client organisation may have only one verified Account Owner at launch. An Agency acts through its verified point of contact. Account access and authority remain subject to the Platform Rules.

Accounts, verification, and information

5.1 You must provide genuine, complete, current, and consistent information. Depending on your role, this may include your legal name, address, age or authority confirmation, entity type, PAN, GST status, GSTIN, Udyam status, company details, and bank details.

5.2 A Client must complete required verification before publishing a Project. A Freelancer or Agency must complete required identity, business, and bank verification before submitting a proposal.

5.3 We may use service providers, public records, databases, payment providers, banks, and information you supply to perform lawful identity, business, tax, authority, fraud, sanctions, security, and bank-account checks. The Privacy Policy describes the relevant personal-data processing.

5.4 Identity verification and portfolio review are different. Identity verification does not prove skill. Portfolio Reviewed status means only that Independ reviewed submitted portfolio material under its stated process. It is not a guarantee of quality, conduct, availability, or completion.

5.5 You must not create deceptive duplicate accounts, use another person's identity or bank account as your own, share account credentials, sell or transfer an account, or evade an account restriction.

5.6 You are responsible for actions taken through your account unless they result from a failure for which Independ is legally responsible. Notify us promptly if you suspect compromise or unauthorised use.

5.7 We may temporarily restrict sensitive functions while verifying an account, investigating a credible risk, or protecting users. A temporary restriction is not a final finding.

5.8 A payout bank account cannot be changed through self-service after a Project starts. The verified support, step-up verification, and bank-validation process in the Platform Rules applies.

How Independ works

6.1 Before Project Contracts are accepted, Independ provides a free discovery and structured-negotiation environment. A Client may post a requirement, receive proposals, compare users, negotiate, and select a preferred Freelancer or Agency.

6.2 A Freelancer proposal is information used by Independ to form a proposed Client service and possible subcontract. It does not create a direct Client-Freelancer contract, bind Independ to deliver, or appoint the Freelancer.

6.3 A managed Project begins only after:

1. The Client accepts the Client Project Service Agreement.

2. The Freelancer or Agency accepts the corresponding Project Subcontractor Agreement.

3. Independ confirms the Project.

4. Independ receives the required first Client payment.

5. The stated kickoff dependencies are complete.

6.4 After kickoff, the Client purchases the defined service from Independ. The Freelancer or Agency performs the agreed work as Independ's independent subcontractor.

6.5 The Client may communicate with, meet, review, and provide project inputs to the selected Freelancer or Agency. That operational interaction does not create a separate services contract, make the Freelancer the Client's payee, or authorise the Freelancer to bind Independ.

6.6 Independ will not silently replace a Freelancer inside an active Project. If replacement becomes necessary after kickoff, the existing Project must be stopped, reviewed, and settled through the formal Dispute process. Replacement work begins through new Project Contracts.

6.7 Independ promises only the service, responsibilities, and remedies stated in the applicable Project Contract. Unless expressly guaranteed there, Independ does not promise a particular revenue, ranking, funding, regulatory approval, conversion, market, or other business outcome.

Platform Rules and acceptable use

7.1 You must follow the current Platform Rules applicable to your activity. They include rules concerning permitted categories, prohibited work, project limits, proposals, bidding, communication, changes, reviews, payments, security, evidence, circumvention, account action, and record retention.

7.2 You must not use Independ for unlawful, fraudulent, deceptive, unsafe, infringing, abusive, sanctioned, or prohibited activity. Appendix B of the Platform Rules identifies prohibited and manually restricted work for the launch phase.

7.3 You must not impersonate another person, submit forged material, manipulate reviews, upload malware, engage in harassment, misuse confidential information, move unrelated money, or use Independ to evade a legal, bank, payment-provider, or regulatory requirement.

7.4 You must not bypass Independ to avoid an agreed price, payment, control, or obligation arising from an Independ-originated opportunity. The anti-circumvention rule, its duration, pre-existing-relationship exception, direct-hiring route, evidence standard, and remedies are stated in the Platform Rules.

7.5 A risk signal, report count, shared device, or automated flag is not by itself proof of breach. Independ considers the evidence, urgency, context, credibility, possible error, and user response before a material final decision where reasonably possible.

7.6 Independ may immediately take temporary protective action where a credible risk concerns fraud, illegality, sanctions, malware, account compromise, serious safety, evidence destruction, or payment security. Temporary action may continue while review is reasonably required.

Communications, meetings, and project records

8.1 Before Project Contracts are accepted, users must use the permitted Independ proposal and negotiation tools. Pre-contract telephone calls, direct calls, meetings, contact-detail sharing, and external payment arrangements are prohibited unless Independ expressly approves an exception.

8.2 Once a main-platform Project starts, users may meet through Google Meet and use necessary delivery tools. Telephone-number sharing and direct telephone calls remain prohibited in the ordinary main-platform flow.

8.3 The Project Workspace is the ordinary operational record for a main-platform Project. Material scope instructions, submissions, approvals, rejections, changes, payment events, and Disputes must use or be confirmed through the applicable official Independ flow.

8.4 An external message, meeting statement, ticket, AI suggestion, or oral promise does not amend a Project Contract. A Project change becomes binding only through the approved Change Request process.

8.5 A Community Project may use direct WhatsApp coordination only after both Project Contracts are accepted and Independ receives the required 50 percent advance. Material scope, price, change, acceptance, refund, and Dispute events must still be reported to Independ and preserved in the controlled Community Project record.

8.6 You may receive essential account, verification, project, payment, security, policy, and legal communications through the platform or your registered email. Keep your contact details current.

8.7 Marketing communications, where used, follow the choices and information stated in the Privacy Policy. Withdrawing a marketing preference does not stop essential service or legal communications.

User content and platform intellectual property

9.1 You retain rights in material you lawfully provide, including profile information, portfolio work, briefs, proposals, messages, and files. You confirm that you have the rights and authority needed to provide and use that material for its stated purpose.

9.2 You give Independ a non-exclusive, worldwide licence to host, reproduce, transmit, display to permitted users, process, and retain your material only as reasonably needed to operate Independ, provide the requested service, administer Project Contracts, perform verification, prevent abuse, handle support and Disputes, meet legal duties, and provide the functions described in these Terms and the Privacy Policy.

9.3 The licence in clause 9.2 ends when its purpose and lawful retention period end, except for records that Independ must or may lawfully retain. Uploading material does not transfer its ownership to Independ.

9.4 Independ owns or lawfully uses its software, interface, branding, databases, documentation, and other platform material. Subject to these Terms, Independ gives you a limited, revocable, non-transferable right to use the platform for its intended purpose.

9.5 You must not copy, scrape, reverse engineer, sell, sublicense, interfere with, or commercially exploit non-public platform material except where Independ expressly permits it or applicable law prevents that restriction.

9.6 Ownership and licence rights in Project deliverables are governed by the applicable Project Contracts. Uploading a draft or making a milestone submission does not by itself transfer every right.

Confidentiality, privacy, and security

10.1 You must protect non-public project, business, technical, financial, personal, security, Client, Freelancer, Agency, and Independ information. Use it only for the authorised platform or Project purpose and share it only with authorised people who need it and are bound by suitable duties.

10.2 The ordinary confidentiality period is five years after Project closure. Trade secrets remain protected while they retain trade-secret character. Credentials remain protected until securely revoked or deleted. Personal data follows the Privacy Policy, applicable law, and lawful retention requirements.

10.3 Independ does not provide an in-platform credential-sharing feature at launch. Where Project access is necessary, users must use a suitable external credential manager or access-management method.

10.4 Passwords, API keys, private tokens, production credentials, recovery codes, and similar secrets must not be placed in ordinary chat, files, screenshots, recordings, code comments, or email. Give only the minimum access needed and revoke or rotate it when the need ends or a security concern arises.

10.5 You may provide another person's personal data only where doing so is lawful, necessary, and authorised. Do not upload unnecessary identity documents, financial information, health information, biometric information, children's data, credentials, or other sensitive material.

10.6 Report suspected unauthorised access, data disclosure, malware, credential misuse, or another serious security incident promptly. Preserve relevant evidence and cooperate with reasonable containment and remediation.

10.7 The Privacy Policy describes Independ's collection, use, disclosure, retention, deletion, security, service providers, user choices, grievance route, and other personal-data practices. Where a new purpose requires a separate notice or consent under applicable law, Independ will provide it separately.

AI and automated assistance

11.1 Independ may use AI to assist project posting, proposals, comparison, negotiation, scope clarity, summaries, moderation, risk detection, and support as described in the product and Privacy Policy.

11.2 AI is an assistance layer. You remain responsible for reviewing and affirmatively submitting every Project, proposal, message, negotiation term, acceptance, and other user decision.

11.3 AI output does not sign a contract, approve a Change Request, make a Project submission, accept work, issue a refund, or decide a Dispute on its own.

11.4 Automated and keyword checks may flag suspected prohibited or restricted material for review. Independ makes the final posting or material account decision after appropriate review. A permanent material account decision will not rely solely on an unexplained automated output.

11.5 AI-assisted work is permitted unless the applicable Project Contract restricts it. The person providing the work remains responsible for quality, accuracy, originality, security, confidentiality, and licensing.

11.6 Do not place secrets, prohibited data, or material you are not authorised to process into an AI tool. Material AI use must be disclosed where it affects ownership, confidentiality, security, accuracy, or an agreed human-performance requirement.

11.7 Independ does not use private Project content for general model training by default. A materially different training use requires a separate clear choice and applicable legal review.

Prices, payments, taxes, and subscriptions

12.1 Each Project Contract shows the price, applicable tax treatment, payment or payout conditions, and other commercial terms relevant to the user accepting it.

12.2 A Client pays Independ for Independ's Client-facing service. The Freelancer or Agency separately invoices or supplies Independ under the subcontract. The Client Service Price and Subcontract Price are separate and may differ.

12.3 A Client payment is not a wallet balance, escrow deposit, trust amount, or amount that a Freelancer may withdraw. Direct Client-to-Freelancer payment does not settle the Client's obligation to Independ unless Independ expressly authorises it in writing.

12.4 Only displayed or expressly approved payment methods are official. You must not use Independ for unrelated transfers, stored value, cash-outs, loans, peer transfers, or movement of funds unconnected with a genuine Project.

12.5 Each user is responsible for the tax, invoice, reporting, registration, and withholding duties applicable to that user. If a Client claims a withholding, the Client must complete the legally required deposit, reporting, and certificate process. Cash withheld without valid deposit or reporting does not automatically create tax credit for Independ.

12.6 A failed, reversed, fraudulent, disputed, or charged-back payment may pause affected work, handover, refund, or subcontract payout while Independ reviews the event and preserves evidence. This does not automatically establish fault or permit permanent confiscation of an earned amount.

12.7 If subscriptions are introduced, they will operate only after separate acceptance under clause 3.6. Cancelling a subscription does not cancel or rewrite an existing Project Contract.

Account review, restriction, suspension, and closure

13.1 Independ may use proportionate account states and restrictions described in the Platform Rules. A restriction may affect posting, proposals, messaging, contracting, payment, payout changes, file access, or another relevant function.

13.2 Where law, safety, fraud prevention, or security does not prevent it, Independ will provide a meaningful general reason, identify the affected functions, and provide the response or appeal route for a material restriction.

13.3 A user may respond through the stated support or email process. Urgent safeguards may remain while review continues.

13.4 You may request account closure. Closure does not erase unresolved Projects, payments, refunds, tax duties, security investigations, Disputes, legal holds, or records that Independ is required or permitted to retain.

13.5 Account restriction or closure does not automatically cancel an earned subcontract amount, valid refund, tax record, IP right, confidentiality duty, or another surviving contractual or statutory right.

13.6 After closure or termination, a workspace may become read-only. Download available documents and deliverables within the access periods stated in the Platform Rules.

13.7 Independ may permanently terminate an account after review for a severe or repeated breach, fraud, illegality, serious safety or security risk, sanctions risk, or deliberate evasion. Where law, safety, or fraud prevention does not prevent it, Independ provides notice, a meaningful general reason, and the applicable appeal route.

Alerts, Project Disputes, refunds, and grievances

14.1 An Alert is an optional request asking another user to cure a Project issue. A user may raise a formal Dispute immediately without first using an Alert.

14.2 An Alert does not automatically become a Dispute. If unresolved for 24 hours, the user may choose to convert it through the available interface.

14.3 When a formal Dispute opens, ordinary Project work stops and the Project record is preserved. Independ reviews the relevant Project Contracts, submissions, messages, files, logs, payment records, and other reasonably authenticated evidence and provides a reasoned internal decision.

14.4 After a Project starts, early Project closure, termination for convenience, or Freelancer replacement must use the formal Dispute process so accepted work, work in progress, unused value, refunds, subcontract amounts, IP rights, confidentiality, and access can be recorded and settled.

14.5 Duplicate payments, clear payment errors, and clear pre-start refunds may use the ordinary support or refund route without opening a formal Dispute.

14.6 Approved refunds ordinarily return to the verified original payment source and follow the processing and documentation rules stated in the Cancellation, Refund and Internal Dispute Review Policy.

14.7 Internal Dispute Review is not arbitration and does not make Independ the final authority over a legal claim. It does not remove access to a consumer commission, court, regulator, police, MSEFC, or another forum available under applicable law.

14.8 Product support, a Project Dispute, and a formal statutory grievance against Independ are different routes. You may submit a formal grievance directly without first raising an Alert or Project Dispute.

Legal and consumer rights

15.1 Nothing in these Terms removes a right, remedy, complaint route, or protection that applicable law does not permit a contract to waive.

15.2 A person buying services for personal use may have rights under consumer law. Some other users may also qualify depending on the purpose and circumstances of the purchase. Independ does not classify every user solely from the account label.

15.3 The Legal and Grievance Information page will display Independ's legal identity, address, customer-support details, Grievance Officer details, and other information required for the applicable service.

15.4 Consumer grievances are acknowledged within 48 hours and ordinarily redressed within one month, subject to applicable law. Complaint tracking or recorded complaint information is provided where required.

15.5 A statutory complaint is not restricted by an internal product sequence. A consumer need not complete an Alert or Project Dispute before using a legally available complaint route.

Platform availability and changes

16.1 Independ may maintain, update, replace, restrict, or temporarily suspend a feature for safety, security, legal, payment-partner, operational, or technical reasons.

16.2 Independ does not promise uninterrupted or error-free access. If a verified Independ outage prevents an in-platform review or response, Independ may extend the affected period, reconcile the event, or provide a recorded manual alternative so the user is not treated as non-responsive solely because of that outage.

16.3 Banks, payment providers, cloud services, repositories, communication tools, credential managers, and other third-party services may be governed by their own terms and may experience events outside Independ's control. Independ will take reasonable steps concerning material effects within its control.

16.4 Independ may revise these Terms prospectively. A material revision will identify the new version and effective date and receive reasonable notice. Independ will obtain renewed acceptance where applicable law or the nature of the change requires it.

16.5 A revision to these Terms or the Platform Rules does not silently rewrite an already accepted Project's scope, price, ownership, payment entitlement, or accrued remedy. Those matters change only through the approved Project process or mandatory law.

Responsibility and limits of liability

17.1 Independ is responsible for the Client-facing service only after the applicable Client Project Service Agreement becomes effective. The scope of that responsibility and the available Project remedies are stated in that agreement.

17.2 Independ does not guarantee that a user will receive proposals, win a Project, be selected, earn a particular amount, obtain continuous work, achieve a business outcome, or successfully complete a transaction merely by creating an account or using free discovery functions.

17.3 For a business user, Independ's ordinary aggregate contractual liability arising from an affected paid service is limited, to the extent permitted by law, to the amount that the business user paid Independ for the affected service. The applicable Project Contract may state how that cap applies to a Project and its separate parts.

17.4 To the extent permitted by law, Independ is not liable for remote, indirect, speculative, exemplary, or consequential business loss that was not a reasonably foreseeable result of a proven breach. This includes unsupported claims for lost profits, lost opportunity, reputational loss, or expected savings.

17.5 Clauses 17.3 and 17.4 do not exclude liability for Independ's fraud, deliberate misconduct, or another liability that applicable law does not permit Independ to exclude or limit. They do not remove an approved refund or a mandatory consumer remedy.

17.6 A Freelancer or Agency remains responsible to Independ for its work and personnel under the subcontract. This does not force the Client to sue the Freelancer first or remove an obligation Independ owes under the Client Project Service Agreement.

17.7 Independ is not responsible for an external tool, bank, payment provider, repository, communications provider, or credential manager merely because the user chose or was permitted to use it. Independ remains responsible for its own selection, instruction, or conduct to the extent applicable law or a Project Contract requires.

User responsibility and third-party claims

18.1 You are responsible for the legality, accuracy, and rights in your instructions, identity information, profile statements, portfolio material, files, datasets, access, communications, and other material you provide.

18.2 If your unlawful material, missing rights, deliberate misuse, fraud, or material breach causes a third-party claim against Independ, you will reimburse the reasonable direct loss and reasonable defence cost attributable to your conduct, to the extent permitted by law.

18.3 Independ will give reasonably prompt notice of a material claim where practicable, share relevant information where lawful, and provide a reasonable opportunity to respond. You are not responsible to the extent the loss was caused by Independ's own conduct.

18.4 An accusation alone does not create an automatic deduction, forfeiture, suspension, or duty to reimburse. A disputed Project amount follows the evidence, decision, and challenge process in the applicable documents.

18.5 Project-specific IP, confidentiality, data, security, workforce, and third-party-claim responsibilities may be stated more precisely in the applicable Project Contract.

General legal terms

19.1 Indian law governs these Terms.

19.2 A claim not resolved voluntarily may be brought before a court, consumer commission, regulator, statutory authority, or another competent forum having jurisdiction under applicable law. These Terms do not require arbitration.

19.3 If a provision cannot lawfully be enforced, it will be limited or removed only to the extent necessary, and the remaining provisions will continue so far as they can operate fairly.

19.4 A delay in enforcing a right is not a waiver. A waiver must be clear and applies only to the specific matter for which it is given.

19.5 You may not transfer your account or your rights and duties under these Terms without Independ's written approval. Independ may transfer the operation of the service as part of a genuine corporate reorganisation, financing, merger, or sale if applicable user rights and legal duties are preserved and any required notice is given.

19.6 Terms that by their nature must continue after account closure or Project completion survive. These include payment and refund rights, tax duties, confidentiality, intellectual property, record retention, dispute rights, and responsibility for an earlier breach.

19.7 These Terms are offered in English. A translation or summary is for convenience unless Independ clearly identifies another version as legally controlling.

19.8 Neither party is responsible for a failure caused by an event outside its reasonable control to the extent that party could not reasonably prevent or overcome the effect. The affected party must communicate material impact and take reasonable recovery steps. Lack of money, ordinary workload, or avoidable staffing problems are not, by themselves, events outside reasonable control.

19.9 These Terms, the documents incorporated under clause 2, and any applicable accepted Project Contract contain the agreement for their respective subject matter. A sales statement, profile, proposal, chat, or informal message does not create a promise unless the controlling document incorporates it.

Client accounts and Project posting

Part B: Client Terms

20.1 A Client must post a genuine requirement that it is authorised and reasonably able to fund. The Project brief must accurately state the business context, intended use, deliverables, dependencies, budget, expected timing, milestone structure, acceptance criteria, required tools, security needs, and material restrictions.

20.2 The Client confirms that it has the rights and authority required for every instruction, logo, file, dataset, account, system, reference, and other input supplied for the Project.

20.3 The Client may publish or run only the number of Projects permitted by the Platform Rules. The limit applies across the Client's legal organisation, not merely to one login.

20.4 After proposals arrive, the Client must not materially rewrite the published scope, budget, or expected timing. The Client must withdraw the Project and create a new one so applicants are assessed against the same requirement.

20.5 The Client must not demand substantial unpaid production work, complete strategies, source files, or speculative deliverables during proposal or negotiation.

20.6 Only approved launch categories may ordinarily be posted. Prohibited or restricted work follows the review and enforcement process in the Platform Rules.

Freelancer selection and special Project routes

21.1 The Client makes the commercial choice of preferred Freelancer or Agency. Independ may stop that selection only for failed verification, fraud, sanctions, illegality, security risk, prohibited work, conflict with the Platform Rules, or account restriction.

21.2 Selection does not start the Project, appoint the Freelancer, or create a direct services contract. The Project starts only under clause 6.3.

21.3 If the proposed Base Project Value is below INR 5,000, the Client may affirmatively choose the Community Project route. Independ may place the requirement in its WhatsApp Community, collect applications through the designated form, remove direct contact details, and email the Client an applicant comparison sheet.

21.4 After the Client selects a Community Project Freelancer, the parties accept separate Project Contracts. The Client pays 50 per cent of the Client Service Price to Independ before kickoff. The remaining balance is payable at the stage stated in the Client Project Service Agreement and payment request.

21.5 Direct WhatsApp coordination for a Community Project is permitted only after both Project Contracts are accepted and the 50 per cent advance is received. The controlled Independ record remains authoritative for material Project events.

21.6 A Project above INR 10 lakh follows the ordinary platform flow with the additional Client point of contact and Freelancer-coordination support stated in the Platform Rules. The applicable Client service fee and Freelancer-side service fee are disclosed to the relevant user before that user accepts the Project Contract.

Client payment, review, changes, and Project closure

22.1 The Client pays the Client Service Price, GST, approved third-party costs, and other amounts stated in the Client Project Service Agreement or an approved Change Request.

22.2 A required payment must be received before the corresponding work or finalisation begins. Missing payment pauses the affected unstarted work without creating Freelancer default.

22.3 The Client must review a valid milestone submission within the ordinary three-Business-Day review period stated in the Platform Rules. Silence is not acceptance. If the Client does not respond, Independ sends an email reminder and the Freelancer may raise a formal Dispute.

22.4 An acceptance confirms that the visible milestone deliverables materially meet the stated criteria. Acceptance does not waive a supported claim involving fraud, plagiarism, third-party IP infringement, deliberately planted malware or backdoors, serious concealed security defects, confidentiality misuse, deliberate misrepresentation, or a non-waivable right.

22.5 Only the Client may submit the official structured Change Request. A Freelancer may ask the Client to submit one. A change binds the Project only after the Freelancer accepts it, Independ approves it, and the platform records the approval event.

22.6 The Client and Freelancer manage their working sequence and expected task timing. Independ does not create or enforce an automatic delivery due-date mechanism at launch.

22.7 After kickoff, the Client may request termination for convenience only through the formal Dispute process. Accepted work, objectively usable work in progress, unused value, approved non-recoverable third-party costs, refunds, and IP rights are valued and recorded before closure.

22.8 A Client change of mind does not make accepted work free. Untouched future work is ordinarily refundable, subject to approved non-recoverable third-party costs and the applicable Project Contract.

Profiles, proposals, and selection

Part C: Freelancer and Agency Terms

23.1 A Freelancer or Agency profile, portfolio, experience claim, availability statement, and proposal must be genuine, current, relevant, and supported by the user's actual rights, skills, team, and capacity.

23.2 A user may display only work they created, materially contributed to, or have permission to show. Employer work, team work, templates, stock assets, third-party material, and AI-assisted work must not be presented deceptively as wholly original personal work.

23.3 Proposals are free. The Project-level proposal capacity, reserved Portfolio Reviewed slots, bidding bands, withdrawal treatment, and related controls are stated in the Platform Rules.

23.4 A submitted proposal cannot be edited. A Freelancer may withdraw it with a reason but cannot reapply to the same Project.

23.5 A proposal is not a contract, appointment, promise of work, or payment entitlement. No supplier relationship for that Project begins until the Project Subcontractor Agreement is accepted and Independ confirms kickoff.

23.6 A Freelancer may have only the number of funded active Projects permitted by the Platform Rules. A paused or disputed Project continues to occupy capacity unless Independ expressly releases it under the stated process.

Independent subcontractor relationship and delivery

24.1 For each funded Project, Independ engages the selected Freelancer or Agency as an independent subcontractor under the Project Subcontractor Agreement.

24.2 A Freelancer or Agency is not Independ's employee, partner, representative, fiduciary, or agent merely because it uses the platform or performs a subcontract. It has no authority to change the Client contract, promise a refund, collect the Client Service Price, or bind Independ.

24.3 The Freelancer or Agency controls its professional method and organisation of work, subject to the agreed scope, dependencies, acceptance criteria, security requirements, lawful instructions, and Project Contract.

24.4 The supplier must perform the agreed work with reasonable skill and care, report material risks or inability to perform promptly, provide the required status updates, and cooperate with reasonable cure and review processes.

24.5 The supplier must not begin work before Independ confirms kickoff or continue affected new work while a formal Dispute freezes the Project.

24.6 An accepted milestone does not trigger immediate bank payout. The ordinary payout timing, tax documents, lawful deductions, early-closure settlement, and mandatory MSME override are stated in the Project Subcontractor Agreement and Platform Rules.

24.7 The supplier remains responsible for its own registrations, taxes, insurance, tools, business expenses, and legal compliance. A genuine independent Freelancer is not entitled to employee benefits merely because of the subcontract label; however, no clause overrides a non-waivable employment, labour, social-security, or platform-worker rule that applies on the actual facts.

Subcontract price, invoices, and permitted deductions

25.1 The applicable Project Subcontractor Agreement states the Subcontract Price, GST treatment, invoice or bill requirements, payout conditions, and permitted adjustments relevant to the supplier.

25.2 The supplier has no ownership or withdrawal right over a Client payment. Independ's payment obligation arises only under the Project Subcontractor Agreement and applicable law.

25.3 Payout may be made only to the verified bank account of the contracted legal supplier. An individual cannot redirect Agency payment to a personal account, and an Agency cannot redirect payment to an employee or point-of-contact account.

25.4 Any Established Contractual Loss must be a proven, direct, and reasonably calculated loss caused by contractual breach. Independ must state the reason, evidence, and calculation and provide a challenge route. It cannot be an arbitrary fine, speculative amount, or punishment.

25.5 An eligible micro or small enterprise must provide accurate Udyam information and supporting documents. A mandatory statutory payment period overrides a conflicting ordinary payout term.

Supplier intellectual property, confidentiality, and security

26.1 The Freelancer or Agency must have the rights needed to deliver its work to Independ and enable Independ to grant the rights promised to the Client.

26.2 Material third-party code, open-source software, datasets, fonts, stock media, plugins, models, and other licensed elements must be disclosed with their relevant licence, attribution, cost, expiry, and usage restrictions.

26.3 The Project Subcontractor Agreement governs assignment or licensing of deliverables and any permitted background material. A supplier must not include material that prevents Independ from granting the promised Client rights unless Independ approves a disclosed alternative before use.

26.4 The supplier may display a Project in a portfolio only after public release or written permission, after removing confidential and personal data, and subject to any Project restriction.

26.5 The supplier must protect Client and Independ confidential information, use secure systems and least-privilege access, and follow the security and incident-reporting rules in these Terms, the Platform Rules, and the Project Subcontractor Agreement.

26.6 A credible IP or security claim may cause Independ to preserve evidence and temporarily restrict affected use, handover, download, or payment while the matter is reviewed. An accusation alone is not a final finding.

Additional Agency obligations

27.1 The Agency legal entity is the subcontractor. Its verified point of contact is the only person who directly operates the Agency's Independ account at launch and acts as the bridge between Independ, the Client, and the Agency team.

27.2 The Agency may use its own employees and contractors only under its responsibility and in compliance with the Project Subcontractor Agreement.

27.3 The Agency must bind each contributor through written confidentiality, intellectual-property, data-security, lawful-use, and employment or contractor obligations at least as protective as the Agency's obligations to Independ.

27.4 The Agency remains responsible for its team, work, payroll, wages, leave, tax, PF, ESI, and other workforce obligations, subject to any non-waivable duty imposed on another person by law.

27.5 The Agency must maintain an accurate delivery roster and provide reasonable personnel, authority, IP-chain, confidentiality, security, and compliance evidence when Independ requests it.

27.6 Named Independ approval may be required before a person works on a security-sensitive, regulated, high-value, or person-dependent Project.