The rules
of Engagement
for OTF.
These terms describe how our managed platform works, the obligations on every side, and the contracts we enforce between clients and developers. Written for humans - enforced like a platform authority.
The key commitments,
in plain English.
The full terms are below. This summary captures the operational principles behind them - the promises every managed engagement is built on.
What you agree to
Use the platform lawfully, respect your counterparty, and honour the contract terms OTF enforces on every engagement.
What OTF guarantees
A vetted counterparty, active weekly management, platform-enforced contracts, and a neutral dispute authority.
Fees and payments
Clients pay a 15% management fee. Developers keep 100% of their agreed rate. Payments run on milestone approval.
Dispute handling
OTF acts as a neutral third-party authority, ruling on objective delivery data, typically within 48 hours.
14-day replacement
If a matched developer is not the right fit, we replace them within 14 days at no additional management fee.
Amendments & exit
Material changes require 30 days' notice. You can close your account and export your data at any time.
Acceptance
& eligibility.
By creating an account, submitting a brief, or applying to the network, you accept these Terms. Different eligibility rules apply to clients and developers - both are summarised here.
Additional agreements
Specific engagements may be governed by an additional Statement of Work or Master Services Agreement. Where the two conflict, the engagement-specific document prevails.
Acceptance of these Terms
- You have read and understood these Terms in full.
- You agree to the Privacy Policy and Cookie Policy by reference.
- You are at least 18 years old and legally able to form a binding contract.
- You have authority to bind your employer or company if signing on their behalf.
Client eligibility
- A legally registered business or an individual commissioning work in good faith.
- Able to describe a project brief, scope, and weekly hour expectations.
- Not subject to international sanctions that prevent engagement with OTF.
Developer eligibility
- Able to complete the 5-stage vetting process and pass live technical review.
- Legally permitted to work in your country of residence under your own status.
- Able to provide KYC documentation and at least two verifiable delivery references.
What OTF is
and is not.
Clarity on the platform's role is the foundation of every clause that follows. These boundaries define how authority, liability, and ownership flow through the service.
Managed platform authority.
- A managed marketplace and platform authority.
- An enforcer of every contract formed through the platform.
- A neutral third-party in any dispute between client and developer.
- The operator of weekly milestone cycles, hour tracking, and scope control.
- The party responsible for vetting every developer admitted to the network.
Lines we will not blur.
- A traditional staffing agency or body-shop employer.
- The employer of developers - they operate as independent contractors.
- A party to the intellectual property that clients and developers exchange.
- A provider of legal advice, tax advice, or immigration advice.
- A guarantor of specific project outcomes beyond managed delivery terms.
Why this matters
These boundaries protect everyone. Clients keep ownership of project IP. Developers keep contractor status and autonomy. OTF keeps the neutrality that lets it rule on disputes.
Your obligations
on the platform.
Managed delivery only works if both sides play their part. These are the core commitments every client and developer signs up to when they engage through OTF.
For clients
Client obligations
- 1Provide a clear project brief, scope, and weekly hour limit at the outset.
- 2Review milestone submissions within 3 business days and approve or request changes.
- 3Honour the agreed rate and payment cadence - no renegotiation mid-cycle.
- 4Use the platform messaging system for engagement-related communication.
- 5Report concerns through the dispute channel before unilateral action.
- 6Keep account credentials confidential and report compromise immediately.
For developers
Developer obligations
- 1Deliver each milestone to the agreed scope, quality standard, and deadline.
- 2Log hours accurately against the engagement's weekly limit.
- 3Respect scope boundaries - raise change requests rather than silently expanding work.
- 4Maintain confidentiality over client systems, code, and business information.
- 5Use the platform messaging system for engagement-related communication.
- 6Decline external offers from the client to circumvent the platform.
Fees, invoicing,
and payment flow.
One transparent fee on the client side, zero commission on the developer side, and weekly milestone-triggered releases. No hidden charges, no back-channel fees.
- Client management fee15%Added on top of the developer rate. Covers platform authority, vetting, dispute resolution, and weekly management.
- Developer commission0%Developers keep 100% of the hourly or milestone rate they agreed with the client. No platform deduction on the developer side.
- Payment processingIncludedCard, SEPA, and wire transfer processing is bundled into the client management fee. No separate charge.
- Currency conversionAt costCross-currency engagements are settled at the mid-market rate plus the banking cost we incur - no markup.
- Dispute filingFreeFiling a dispute is free for both clients and developers. OTF covers the cost of ruling.
- Replacement (within 14 days)No feeIf a matched developer is not the right fit, we replace them within 14 days at no additional management fee.
Weekly milestone cycles
Work is broken into weekly milestones. Clients review deliverables and approve or request changes within 3 business days.
Invoicing cadence
Invoices are issued on milestone approval. Payment terms are NET 7 for clients - funds release to the developer on receipt.
Escrow-grade protection
Client funds are held in a segregated account until the corresponding milestone is approved. No upfront release to developers.
Tax and VAT
VAT is applied where legally required. Clients receive a compliant invoice; developers manage their own tax status as contractors.
Late payment
Invoices unpaid after 7 days may result in engagement suspension. Statutory interest and reasonable recovery costs may be added in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Persistent non-payment is grounds for account closure and debt recovery action.
Intellectual property
and ownership.
Every engagement has three IP buckets - client deliverables, developer pre-existing IP, and platform IP. The boundaries are clear from day one.
Owned by THE CLIENT
Client deliverables
All code, documentation, and assets created specifically for your project fall under client deliverables.
- Full legal ownership
- Commercial exploitation rights
- Source code access
- Non-exclusive license
Owned by OPEN IT FREELANCERS
Platform IP
The core platform infrastructure, matching algorithms, and managed workflows remain part of OTF.
- Standard escrow terms
- Mediation framework
- Admission logic
- Vetting standards
Owned by THE DEVELOPER
Pre-existing IP
Libraries, frameworks, or tools the developer owned before the engagement started.
- Background components
- Open-source snippets
- Developer toolkits
- Perpetual license to Client
Disputes,
decided on evidence.
OTF is a neutral third-party dispute authority. Rulings are based on platform evidence - not on who shouts loudest. The goal is a fast, fair, binding outcome.
Raise internally
Start with platform messaging - most issues clear up in a direct conversation. OTF managers see every thread and can mediate informally.
File a dispute
If it cannot be resolved directly, either party opens a dispute ticket. OTF pulls every relevant artefact - milestone logs, hour records, messages.
Neutral review
An OTF dispute manager reviews the evidence. Neither party is given preferential treatment - delivery data is the primary source of truth.
Ruling issued
A written ruling is issued within 48 hours of the dispute being opened. The ruling is binding on both parties within the platform.
What we look at
Evidence we review.
- Approved scope and weekly milestone definitions
- Hour logs and activity records captured by the platform
- Submitted deliverables and reviewer feedback
- Complete messaging thread between client and developer
- Any prior dispute history against either party
Possible outcomes
What rulings can include.
- Full or partial release of held funds on the disputed milestone
- Replacement of the developer under the 14-day guarantee
- Refund to the client for undelivered or non-conforming work
- Suspension or termination of accounts for serious breaches
- Warning, rating impact, or removal from the vetted network
Escalation
Where a dispute cannot be resolved on the platform, parties retain their statutory rights. Any court proceedings are governed by Section 09 (Governing law and jurisdiction).
Termination
and suspension.
Engagements can end - cleanly by agreement, or abruptly after a breach. These clauses describe the grounds, the effects, and how to wind down without collateral damage.
Material breach
Persistent missed milestones, quality failures, non-payment, or any breach that goes uncured after written notice.
Platform misuse
Attempting to bypass the platform, sharing accounts, misrepresenting identity, or any breach of user obligations.
Mutual close-out
Either party may close an engagement on 2 weeks' written notice, subject to completion of the active milestone.
Replacement trigger
Within the first 14 days, a client may invoke the replacement guarantee - OTF sources a new developer at no additional management fee.
Effect of termination
- Active milestoneWork completed up to termination is invoiced at the agreed rate. Held funds for work not performed are returned to the client.
- DeliverablesAll paid-for deliverables remain the property of the client under Section 05 (Intellectual property).
- ConfidentialityConfidentiality obligations survive termination indefinitely. No proprietary information may be retained or disclosed.
- Account statusAccounts may be suspended pending dispute resolution or closed permanently for repeated or serious breaches.
- Outstanding balancesAny unpaid invoices remain payable. Outstanding developer earnings will be released on full payment by the client.
Warranties,
liability & caps.
Honest about what we warrant, equally honest about what we do not. Commercial caps keep liability proportionate without stripping protections the law reserves.
Platform operation
OTF warrants that the platform is operated with reasonable skill and care, and that vetted developers meet the published standard on admission.
Developer deliverables
Developers warrant that deliverables are their own original work (or properly licensed) and do not knowingly infringe third-party rights.
Client conduct
Clients warrant that the work commissioned is lawful, their payment instruments are valid, and they have authority to bind the company they represent.
Disclaimers
- No warranty that the platform will be uninterrupted, error-free, or fit for any particular purpose beyond what is expressly stated.
- No warranty that deliverables will achieve any specific commercial outcome.
- Third-party services (hosting, APIs, tools) are provided under their own terms - OTF is not liable for their availability.
- Implied warranties are excluded to the fullest extent permitted by law.
Caps & indemnities
Aggregate liability cap
The total aggregate liability of OTF to either party is capped at the management fees paid by that party in the 12 months preceding the claim.
Exclusions
Nothing in these Terms excludes liability for death, personal injury, fraud, or any other liability that cannot be excluded under English law.
Consequential loss
Neither party is liable for indirect, consequential, or purely economic losses, including loss of profit, revenue, data, or goodwill.
Indemnities
Each party indemnifies the other against third-party claims arising from its own breach of these Terms, its negligence, or its wilful misconduct.
Governing law
& general terms.
The legal scaffolding that holds everything above together - jurisdiction, notices, assignment, and the usual commercial boilerplate, stated plainly.
Registered entity
Open IT Freelancers Ltd is a company registered in England and Wales. Our registered office and company number are available on request from legal@openitfreelancers.com.
Governing law
These Terms, and any non-contractual obligations arising out of or in connection with them, are governed by and construed in accordance with the laws of England and Wales.
Jurisdiction
The courts of England and Wales have exclusive jurisdiction over any dispute that is not resolved through the platform dispute process.
Notices
Formal notices must be sent in writing to legal@openitfreelancers.com, with a copy to the registered office. Platform notifications satisfy operational notices.
Assignment
You may not assign these Terms or any rights under them without OTF's prior written consent. OTF may assign to a successor of its business in the ordinary course.
Entire agreement
These Terms, the Privacy Policy, Cookie Policy, and any engagement-specific Statement of Work constitute the entire agreement. Where they conflict, the engagement-specific SoW prevails.
Severability & waiver
If any provision is found unenforceable, the remainder continues in effect. Failure to enforce a right is not a waiver of it.
How we change
these Terms.
We update these Terms as the platform evolves. Material changes are announced in advance. Clarifications and minor edits are logged here for transparency.
Notice window
Material changes carry at least 30 days' notice before taking effect. If you do not agree with a material change, you can close your account without penalty before it lands.
- v2.418 April 2026Clarification
Clarified 14-day replacement guarantee and added weekly milestone cadence definition.
- v2.302 February 2026Material
Introduced the 48-hour dispute SLA and expanded the evidence list reviewed during rulings.
- v2.212 November 2025Clarification
Updated governing law clause and consolidated notices to a single legal address.
- v2.104 August 2025Clarification
Added explicit 0% developer commission statement and updated VAT handling notes.
- v2.001 May 2025Material
Full rewrite for the managed marketplace model - platform-authority, SoW precedence, and IP mapping.
Questions about
these Terms.
Yes. Every engagement, whether hourly or milestone-priced, is governed by these Terms. A specific Statement of Work may add engagement-level detail, but the baseline obligations here always apply.
48h
Dispute SLA
14d
Replacement
15%
Client fee
0%
Developer fee
Need something clarified?
Our legal team can walk you through any clause, or provide a plain-English summary tailored to your engagement.
Talk to our team →Questions about these Terms?
Ask about a specific clause, request a counter-signed MSA, or negotiate an engagement-specific SoW. Our legal team responds within 2 business days.
- Clause-by-clause plain-English walkthrough
- Custom Statement of Work for specific engagements
- Master Services Agreement for enterprise clients
- Escalation and dispute clarifications
Ready to work under these rules?
The terms are designed for clients and developers who want managed, enforceable, milestone-driven delivery. Submit a brief or apply to the network and we'll take it from there.
- Clients: Submit a project brief in under 5 minutes
- Developers: Apply to the vetted network
- Enterprise: Book a call for a custom MSA
- Partners: Reach out about referral terms
Our commitment: Terms written for humans, enforced like a platform authority - balanced for both sides.