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ItBuild Developer Terms

[DRAFT] — This document is under development and requires legal review before finalization.

Effective Date: Upon acceptance Last Updated: May 2026 Document scope: This Agreement governs the relationship between independent developers ("Developers") and the operator of the ItBuild marketplace ("Operator") at itbuild.app. By accepting these Terms, Developer agrees to offer development services to Customers through the Platform under the conditions set out below. For the Customer-Operator relationship, see Platform Services Agreement. For module licensing, see Module License Agreement.

1. Definitions​

"Operator" — VIA SUPREME (HK) LTD. See § 13 for full details.

"Platform" — the ItBuild marketplace at itbuild.app.

"Developer" — the individual or legal entity accepting these Terms and offering development services on the Platform.

"Customer" — a Platform user engaging Developers for Tasks under the Platform Services Agreement.

"Task" — a unit of development work commissioned by a Customer through the Platform.

"Agent" — an accredited Platform user providing consultative support to Customers or Developers.

"Deposit" — funds locked from Developer's Platform balance as a guarantee of commitment, per § 5.

"Commission" — the Operator's 30% fee on Task amounts, distributed per § 4.

"Banking Provider" — the licensed third-party e-money institution holding funds. Currently PAPAYA LTD (Malta), MFSA-regulated.

2. Operator Role — Marketplace Facilitator and Payment Agent​

2.1 Independent Contractor Relationship​

Developer is an independent contractor. Developer is not an employee, agent, partner, or representative of the Operator. Developer is solely responsible for:

  • Tax obligations in Developer's jurisdiction
  • Social security, healthcare, retirement, and similar contributions
  • Business registration where required by Developer's jurisdiction
  • Compliance with applicable laws governing Developer's activity

The Operator does not withhold taxes from Developer's payouts and does not provide tax advice.

2.2 Operator as Payment Agent​

The Operator acts as Developer's payment agent for the limited purpose of collecting Customer's payment and remitting the net amount to Developer after deducting the Operator's Commission.

The contract for development services is between Developer and Customer. The Operator is not a party to that contract.

2.3 Operator as Marketplace Facilitator​

The Operator provides:

  • Identity, accreditation, and reputation infrastructure
  • Tools for Task discovery, evaluation, communication, and submission
  • Escrow facilitation through the Banking Provider
  • Dispute resolution mechanisms

The Operator does not guarantee Task volume, Customer quality, or earnings.

3. Eligibility and Accreditation​

3.1 Application​

To become a Developer, an applicant submits an application through the Platform indicating:

  • Identity and contact details
  • Skills, professional roles, and portfolio
  • Proposed initial Tier (subject to Operator approval)

3.2 Operator Discretion​

Accreditation is at the Operator's sole discretion. The Operator may approve, request additional information, decline, or revoke accreditation at any time.

3.3 Tiers​

Developers operate at one of three Tiers:

TierAccessDepositNotes
Tier 1 — InitialTasks from Customers of Developer's Agent only$50–100 (current published amount), or Operator-issued grant at registrationPromotion to Tier 2 requires meeting Operator's published criteria (Task count, average rating, account age)
Tier 2 — Full MarketplaceAll Customer Tasks$200–500 one-time, or 10% of maximum active Task value (whichever is greater, auto-scaling)Promotion to Tier 3 requires meeting Operator's published criteria (project count, reputation score, dispute history)
Tier 3 — Team ItBuildFull marketplace plus right to publish modules through the PlatformNot required (replaced by reputation score and project history)Highest tier, by Operator invitation or formal application

Specific deposit amounts and promotion thresholds are published on the Platform and may be updated with reasonable notice.

3.4 Professional Roles​

Developers must select professional roles consistent with their skills. Tasks are filtered by professional role to align Developer skills with Task requirements. Misrepresentation of skills is grounds for accreditation revocation.

3.5 Agent Role​

A Developer may also serve as an Agent for other Customers or Developers. Agent duties include:

  • Knowledge of Platform capabilities, modules, APIs, and documentation
  • Consultative support to introduced Customers and/or Developers
  • First-line process support (not product technical support)

Agent accreditation is approved by the Operator administratively through the Platform application. There is no formal contractual procedure beyond acceptance of these Terms in the Agent capacity. The Operator may revoke Agent role for inactivity, quality issues, or at the Operator's discretion.

A party may request replacement of their associated Agent. Replacement is subject to Operator approval and conditions published on the Platform.

4. Commission and Payouts​

4.1 Fixed 30% Commission​

For every Task that closes (Customer accepts the Task or dispute resolution awards funds to Developer), Developer pays a fixed 30% Commission on the Task amount to the Operator. Developer receives 70% of the Task amount.

Developer is responsible for incorporating the 30% Commission into the Task price quoted to Customer. Developer's published Task evaluation must reflect the price Developer wishes Customer to pay; the Commission is deducted from that price, not added to it.

4.2 Commission Pool Distribution​

The 30% Commission pool is internally distributed:

  • 10% to the Customer-side Agent if and only if the Customer has an active associated Agent at the time of Task acceptance
  • 10% to the Developer-side Agent if and only if the Developer has an active associated Agent at the time of Task acceptance
  • The remainder is retained by the Operator
ConfigurationCustomer-side AgentDeveloper-side AgentOperator
Both Agents10%10%10%
Customer-side Agent only10%0%20%
Developer-side Agent only0%10%20%
No Agents0%0%30%

Developer's net payout is always 70% of the Task amount, regardless of internal distribution.

4.3 Payouts​

After Customer's acceptance (or favorable dispute resolution), Developer's net payout is credited to Developer's balance on the Platform. Developer may withdraw the balance through methods supported by the Banking Provider, subject to:

  • Banking Provider's terms, fees, and limits
  • Anti-fraud holds where applicable
  • Outstanding deposits or dispute holds

4.4 Tax Information​

Developer is responsible for providing tax information required by Developer's jurisdiction or by the Banking Provider. The Operator may collect such information for compliance purposes and pass it to the Banking Provider as required.

The Operator does not act as Developer's employer or tax agent. Developer's payout is reported as service income from a marketplace, where required by Developer's jurisdiction.

5. Deposit​

5.1 Purpose​

The Deposit serves as a guarantee of Developer's commitment to accepted Tasks. It protects Customers from late cancellation and protects the Platform's reputation.

5.2 Funding​

Developer funds the Deposit per the Tier requirements (§ 3.3). At the Operator's option, the Deposit may be issued as an Operator-funded grant for new Developers, recoverable from future earnings if the grant is consumed by penalties.

5.3 Storage​

The Deposit is held in a separate sub-balance on the Platform and is not available for withdrawal until release per § 5.5.

5.4 Penalties​

Deposits may be debited for:

  • Late cancellation by Developer: cancellation more than 24 hours after Task acceptance without an agreed reason. The penalty amount is published on the Platform and may scale with Task value.
  • Adverse dispute resolution: where dispute resolution finds Developer materially failed to perform and damages cannot be recovered from the Task amount.

Penalty deductions are visible to Developer and recorded in Developer's profile.

5.5 Release​

The Deposit is released to Developer upon:

  • Developer voluntarily exits the Platform with no open Tasks and no unresolved disputes, or
  • Developer is promoted to Tier 3 (where the Deposit is replaced by reputation), at which point any remaining Deposit balance is returned to Developer's free balance.

6. Task Lifecycle Obligations​

6.1 Evaluation​

When evaluating a Task, Developer commits to:

  • Honest assessment of effort and timeline
  • Pricing that incorporates the 30% Commission
  • Skills representation consistent with the Task requirements

6.2 Acceptance​

Upon Customer's acceptance of Developer's evaluation, Developer is committed to perform the Task on the agreed terms. Developer must notify Customer in advance if a timeline extension is needed.

6.3 Execution​

Developer performs the work professionally, communicates promptly, and submits the result through the Platform.

6.4 Revisions​

If Customer requests revisions, Developer addresses them within reason. Excessive revisions (currently >20% of original time or >3 iterations; subject to update) are recorded in Developer's profile as a quality signal.

6.5 Late Cancellation​

Cancellation by Developer more than 24 hours after Task acceptance triggers the Deposit penalty (§ 5.4) unless mutually agreed with Customer or due to documented force majeure.

6.6 Customer Acceptance​

Once Customer accepts the Task, the Task is closed and funds release per § 4. Customer cannot unilaterally reverse acceptance except through dispute resolution initiated within Platform-published windows.

7. Dispute Resolution​

Developer agrees to participate in good faith with the Operator's dispute resolution process described in the Platform Services Agreement § 7. The Operator's decision concludes the Operator's role in the matter and is final for Platform purposes.

This does not preclude Developer from pursuing other legal remedies but does conclude the Operator's role.

8. Intellectual Property​

8.1 Work Product​

Unless otherwise agreed between Developer and Customer in writing through the Platform, the work product Developer delivers becomes the property of Customer upon Customer's acceptance of the Task. Developer retains no rights to the delivered work product except as expressly granted by Customer.

8.2 Pre-existing Materials​

Developer retains all rights to pre-existing materials, libraries, and tools Developer brings to the Task. If Developer incorporates pre-existing materials into the work product, Developer grants Customer a perpetual, royalty-free license to use those materials as part of the delivered work, unless otherwise agreed.

8.3 Open Source​

Developer is responsible for ensuring that any third-party code (including open source) incorporated into the work product is properly licensed and that license terms are disclosed to Customer.

8.4 No Operator Claim​

The Operator does not claim ownership of work product produced through the marketplace, except where the Operator is the Customer.

9. Restrictions​

Developer shall NOT:

  • Circumvent the marketplace by directly contracting with Customers met through the Platform without using Platform escrow, where the Task is in active negotiation through the Platform
  • Misrepresent skills, professional roles, identity, or qualifications
  • Submit work that infringes third-party intellectual property rights
  • Use the Platform for illegal activities
  • Attempt to manipulate the reputation system, dispute process, or Agent associations
  • Withdraw funds in ways that violate the Banking Provider's anti-fraud or AML policies

10. Termination​

10.1 By Developer​

Developer may exit the Platform at any time by:

  • Completing or formally cancelling open Tasks
  • Resolving any active disputes
  • Requesting Deposit release per § 5.5

10.2 By Operator​

The Operator may suspend or terminate Developer's accreditation for:

  • Violation of these Terms
  • Repeated late cancellations or adverse dispute resolutions
  • Skill misrepresentation
  • Fraudulent activity
  • Banking compliance issues

10.3 Effect​

Upon termination:

  • Open Tasks proceed to completion or dispute resolution
  • Deposit is released after deduction of any owed penalties
  • Outstanding payouts are processed per the standard schedule
  • Access to the marketplace ceases

11. Warranty Disclaimer and Limitation of Liability​

11.1 No Operator Warranty on Customer Quality​

THE OPERATOR PROVIDES THE MARKETPLACE INFRASTRUCTURE "AS IS" AND DOES NOT WARRANT THE QUALITY, CREDITWORTHINESS, OR REASONABLENESS OF ANY CUSTOMER. DEVELOPER IS SOLELY RESPONSIBLE FOR EVALUATING AND ACCEPTING TASKS.

11.2 Limitation​

THE OPERATOR'S TOTAL LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE COMMISSIONS RETAINED BY THE OPERATOR ON DEVELOPER'S TASKS IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL THE OPERATOR BE LIABLE FOR:

  • Loss of expected earnings
  • Loss of business, profits, revenue, or anticipated savings
  • Loss or corruption of data
  • Business interruption
  • Indirect, incidental, special, consequential, or punitive damages

THIS LIMITATION APPLIES EVEN IF THE OPERATOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Changes to Terms​

The Operator may modify these Terms with 30 days notice. Continued use after the notice period constitutes acceptance.

13. Governing Law and Operator Details​

13.1 Governing Law​

These Terms are governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region, without regard to its conflict-of-laws principles. Disputes shall be subject to the exclusive jurisdiction of the courts of Hong Kong SAR.

13.2 Operator​

  • Operator: VIA SUPREME (HK) LTD
  • Registered Address: 21st Floor, CMA Building, 64 Connaught Road Central, Hong Kong, Hong Kong

13.3 Banking Provider (Payouts)​

Developer payouts are processed through the Banking Provider:

  • Bank: PAPAYA LTD
  • Bank Address: 31 Sliema Road, Gzira GZR1637, Malta
  • BIC/SWIFT: PAPYMTMT

Developer's individual payout details are configured per Developer through the Platform.

13.4 Contact​

14. Acceptance​

By submitting evaluations, accepting Tasks, or receiving payouts on the Platform, Developer accepts these Terms and confirms authority to do so on behalf of any legal entity Developer represents.

[DRAFT] — This document requires legal review before finalization.