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ItBuild Platform Services Agreement

[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 Customer's use of the ItBuild marketplace at itbuild.app for engaging independent developers ("Developers") to perform development tasks on Customer's Project. It does not cover the licensing of Standard Modules — for that, see the Module License Agreement. It does not govern the relationship between Platform and Developers — for that, see the Developer Terms.

1. Definitions​

"Platform" — the ItBuild marketplace operated by VIA SUPREME (HK) LTD ("Operator") at itbuild.app.

"Operator" — VIA SUPREME (HK) LTD, the operator of the Platform. See § 13 for full details.

"Customer" — the individual or legal entity accepting this Agreement and using the Platform to engage Developers.

"Developer" — an independent third party accredited by the Operator and bound by the Developer Terms, who offers development services on the Platform.

"Agent" — an accredited Platform user who provides consultative support to Customers or Developers and may receive a referral fee under § 4.

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

"Wallet" — Customer's prepaid balance maintained on the Platform for funding Tasks and Platform AI services.

"Escrow" — funds locked from Customer's Wallet against a Task pending Customer's acceptance of the Task result.

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

2. Platform Role — Marketplace Facilitator​

2.1 Customer Engages Developer Directly​

Customer engages directly with Developer for development services. The Operator acts as a marketplace facilitator and escrow agent for the Developer.

The contract for development services is between Customer and Developer. The Operator is not a party to that contract and does not act as Customer's contractor for the development work.

2.2 What the Operator Provides​

The Operator provides:

  • A marketplace where Customers and Developers can find each other
  • Tools for Task definition, evaluation, communication, and acceptance
  • Escrow and payment facilitation through the Banking Provider
  • Dispute resolution mechanisms (§ 7)
  • Identity, accreditation, and reputation infrastructure for Developers and Agents

2.3 What the Operator Does Not Provide​

The Operator does not:

  • Perform development services for Customer
  • Warrant the work product, timeliness, or fitness for purpose of any Developer's work
  • Guarantee business outcomes of Customer's Project
  • Act as employer, principal, or guarantor for Developers

2.4 Banking and Escrow​

Customer funds in the Wallet are held with the Banking Provider in accordance with the Banking Provider's terms. The Operator does not operate as a bank, e-money institution, or payment processor in its own licensed capacity. The Operator acts as a payment agent for Developers for the limited purpose of collecting Customer payments and remitting net amounts to Developers.

3. Wallet and Escrow​

3.1 Wallet Top-Up​

Customer maintains a prepaid Wallet for Task funding. Top-ups are made through methods supported by the Banking Provider. Minimum top-up: $10 USD or equivalent.

3.2 Locking Funds (Escrow)​

When Customer accepts a Developer's evaluation for a Task, the agreed Task amount is moved from Wallet free balance to Escrow (lock_in). The funds remain in Escrow until one of:

  • Customer accepts the completed Task (§ 5.4)
  • The Task is cancelled by mutual agreement (§ 5.6)
  • A dispute is resolved (§ 7)

3.3 Refunds​

Wallet free balance may be refunded upon Customer's request, subject to:

  • Banking Provider processing fees
  • No outstanding Tasks in Escrow
  • No unresolved disputes

Funds in Escrow are not directly refundable; they are released according to § 3.2.

3.4 Insufficient Balance​

If Wallet balance reaches zero and Customer has active commitments (managed development hosting, Task obligations), the Operator may pause services until balance is replenished.

4. Pricing and Fees​

4.1 Customer Pays the Stated Task Price​

Customer pays Developer the price stated in the Task evaluation. No additional fees are charged to Customer by the Operator for marketplace usage. The Operator's revenue is derived solely from a commission on the Developer's side (§ 4.2).

4.2 Platform Commission (Developer-Side)​

The Operator collects a fixed commission of 30% of the Task price from the amount payable to the Developer. This commission is fully internal to the Developer-Operator relationship and is governed by the Developer Terms.

The Operator may distribute portions of the 30% commission to Agents per § 4.3. Customer is not affected by such distribution.

4.3 Agent Referral Fees (Internal Distribution)​

If a Customer-side Agent is associated with the Customer at the time of Task acceptance, 10% of the Task price is paid to that Agent from the 30% commission pool. If a Developer-side Agent is associated with the Developer, an additional 10% is paid to that Agent. The remainder (10–30% depending on Agent presence) is retained by the Operator.

Agent 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%

Customer does not select or pay Agents directly. Agent association is established through the Platform's accreditation and referral mechanisms.

4.4 AI Services​

If Customer uses Platform AI services (including for Developers brought by Customer who use AI tools), charges are metered against Customer's Wallet on a per-use basis at published rates.

5. Task Lifecycle​

5.1 Task Creation​

Customer creates a Task with a description, optionally using Platform templates and AI assistance to draft the technical brief.

5.2 Developer Evaluation and Acceptance​

Eligible Developers may review the Task and submit evaluations including price and timeline. Customer selects a Developer, agrees on price and timeline, and confirms the engagement.

5.3 Funds Locked​

Upon Customer's confirmation, funds equal to the agreed Task price are moved from Wallet free balance to Escrow.

5.4 Task Execution​

Developer performs the work. Developer may request a timeline extension in advance if needed. Customer is expected to remain reasonably available for clarifications.

5.5 Task Completion​

Developer marks the Task as completed. Customer reviews and either:

  • Accepts — funds release from Escrow per § 4
  • Requests revision — Task returns to execution with a revision counter

The revision counter affects Developer's reputation if it exceeds platform thresholds (currently >20% of original time or >3 iterations; subject to update).

5.6 Cancellation​

A Task may be cancelled by mutual agreement of Customer and Developer at any stage. Funds are returned from Escrow to Customer's Wallet free balance.

5.7 Late Cancellation by Developer​

If Developer cancels a Task more than 24 hours after acceptance without an agreed reason, a penalty may be deducted from Developer's deposit per the Developer Terms. This does not affect Customer's funds, which are returned in full.

5.8 Customer-Side Protections​

  • Customer cannot unilaterally recover Escrow funds without Developer's cancellation or dispute resolution
  • Late cancellation by Developer triggers Developer-side penalty, fully visible to Customer
  • Tasks with excessive revisions are recorded in Developer's profile

5.9 Developer-Side Protections​

  • Developer does not receive payment without Customer's acceptance, except through dispute resolution
  • Customer's unreasonable refusal to accept may be challenged through dispute resolution

6. Customer Responsibilities​

Customer is responsible for:

  • Providing accurate and complete Task specifications
  • Reviewing Developer evaluations and selecting an appropriate Developer
  • Maintaining sufficient Wallet balance to cover committed Tasks
  • Reasonable availability for Developer questions and Task acceptance
  • Compliance with applicable laws in Customer's jurisdiction, including but not limited to tax obligations on services consumed and data protection
  • Securing intellectual property rights to materials Customer provides as Task input
  • Compliance with the Module License Agreement for any Standard Modules used in Customer's Project

Customer is not responsible for the internal financial relationship between Developer, Agents, and the Operator (the 30% commission distribution).

7. Dispute Resolution​

7.1 Initiation​

Either Customer or Developer may initiate a dispute through the Platform if the Task lifecycle stalls or a disagreement arises.

7.2 Process​

The Operator's dispute resolution involves:

  • Review of Task specification, deliverables, and communication history on the Platform
  • Statement collection from both parties
  • Where applicable, technical review of work product

7.3 Outcomes​

Possible outcomes include (without limitation):

  • Funds released to Developer in full
  • Funds returned to Customer in full
  • Partial release with proportional split
  • Task continuation with revised scope or timeline

7.4 Operator's Decision​

The Operator's decision on dispute resolution is final for Platform purposes. This does not preclude either party from pursuing other legal remedies, but does conclude the Operator's role in the matter.

7.5 No Operator Liability for Outcome​

The Operator's role in dispute resolution is administrative. The Operator does not assume liability for the work product, the original Task scope, or any economic outcome to Customer or Developer.

8. Independent Developers and Bring-Your-Own Developers​

8.1 Marketplace Developers​

Developers engaged through the marketplace are independent third parties. The Operator does not employ, supervise, or guarantee them. The Operator's role is limited to accreditation, infrastructure provision, payment facilitation, and dispute resolution as described in this Agreement.

8.2 Bring-Your-Own Developers​

Customer may grant access to the Project's development environment to developers Customer has engaged outside the marketplace ("External Developers"). External Developers:

  • Receive access to the dev stand under Customer's Business Subscription License (no separate fee)
  • May use Platform AI services charged to Customer's Wallet at published rates
  • Are not subject to the Developer Terms and do not receive Tasks through the marketplace
  • Are Customer's responsibility regarding contracts, payment, NDAs, and IP

The Operator disclaims any responsibility for External Developers' work product, conduct, or compensation.

9. Restrictions​

Customer shall NOT:

  • Circumvent the marketplace by directly contracting with Developers met through the Platform without using Platform escrow, where the Task is in active negotiation through the Platform
  • Misrepresent the nature, scope, or budget of Tasks
  • Use the Platform for illegal activities
  • Submit Tasks involving content prohibited by law (illegal goods, exploitation, etc.)
  • Attempt to circumvent the dispute resolution process

10. Termination​

10.1 By Customer​

Customer may close Customer's Platform account at any time, subject to:

  • All open Tasks must be resolved (completed, cancelled, or via dispute)
  • Wallet balance is refundable per § 3.3

10.2 By Operator​

The Operator may suspend or terminate Customer's account for:

  • Violation of this Agreement
  • Repeated unreasonable refusal to accept completed Tasks
  • Fraudulent activity
  • Banking compliance issues with Banking Provider

10.3 Effect of Termination​

Upon termination:

  • Active Tasks proceed to completion or dispute resolution
  • Wallet balance is refunded after deductions per § 3.3
  • Access to the marketplace ceases

11. Warranty Disclaimer and Limitation of Liability​

11.1 No Warranty on Developer Work​

THE OPERATOR PROVIDES THE MARKETPLACE INFRASTRUCTURE "AS IS" AND DOES NOT WARRANT THE WORK OF ANY DEVELOPER ENGAGED THROUGH THE PLATFORM. CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING AND ACCEPTING DEVELOPERS' WORK.

11.2 Limitation​

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

IN NO EVENT SHALL THE OPERATOR BE LIABLE FOR:

  • Quality, timeliness, or fitness for purpose of Developer work
  • Loss of business, profits, revenue, or anticipated savings
  • Loss or corruption of data
  • Business interruption
  • Regulatory consequences
  • Damages to third parties
  • 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 Agreement​

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

13. Governing Law and Operator Details​

13.1 Governing Law​

This Agreement is 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 (Wallet Funds)​

  • Bank: PAPAYA LTD
  • Bank Address: 31 Sliema Road, Gzira GZR1637, Malta
  • BIC/SWIFT: PAPYMTMT
  • IBAN: MT95PAPY36836000002656370000209

13.4 Contact​

14. Acceptance​

By creating Tasks or funding the Wallet on the Platform, Customer accepts this Agreement and confirms authority to do so on behalf of any legal entity Customer represents.

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