PLEASE READ THIS USER AGREEMENT CAREFULLY TO KNOW YOUR RIGHTS AND OBLIGATIONS
This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) and Vigour Continent Private Limited (“Workflexi,” “we,” or “us”). You should read and accept all of the terms and conditions contained in this Agreement to be a User of our website located at www.workflexi.in
Subject to the conditions set forth herein, Workflexi may, in its sole discretion, amend this Agreement and any of the other agreements that comprise the Terms of Service at any time by posting a revised version on the Site. Any revisions to the Terms of Service will take effect on the noted effective date (the “Effective Date”).
YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE.
IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.
Table Of Contents:
2.1 Relationship with Workflexi
2.2 Taxes and Benefits
2.3 Marketplace Feedback and User Content
3. Contractual Relationship Between Client and Gig-worker
3.1 Service Contracts
3.2 Disputes Among Users
3.3 Confidential Information
4. Worker Classification
5. Workflexi Fees
5.1 Fees For Gig-workers
5.2 Client Fees
5.4 No Fee for Introducing or Finding Projects
6. Payment Terms
6.1 Client Payments on Service Contracts
6.2 Disbursements to Gig-workers on Service Contracts
6.4 No Return of Funds and No Chargebacks
6.5 Payment Methods
6.6 Foreign Currency Conversion
7.1 Making Payments Through Workflexi
7.2 Communicating Through the Site; Not Sharing Contact Details
7.3 Opting Out
8. Records of Compliance
9. Warranty Disclaimer
10. Limitation of Liability
13. Agreement Term and Termination
13.2 Account Data on Closure
14. Disputes Between You and Workflexi
15.1 Entire Agreement
15.2 Modifications; Waiver
15.4 Severability; Interpretation
15.5 Force Majeure
15.6 Prevailing Language and Location
15.7 Access of the Site Outside India
15.8 Consent to Use Electronic Records
Points to agree before using the Site or Site Services and the types of accounts that can be created on the Site areas follows:
By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.
Workflexi reserves the right to decline any registration to join Workflexi or to add an Account of any type (i.e., as a Client or Gig-worker).
If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company.
Workflexi offers Site and Site Services for your use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you: (a) are an employee or agent of and authorized to act for and bind an independent business; (b) will use the Site and Site Services for purposes which is legal only; (c) will comply with all the terms and conditions of Workflexi; (d) are either a legal entity or an individual who is 18 years or older in each case who can form legally binding contracts.
To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.
There are different Account types. Once you register for one Account type, you can add the other Account types under the same credentials (i.e username and password). For example, if you already have a Gig-worker Account (as defined), you can add a Client Account (as defined) as a separate account type in settings without re-registering. Each person is entitled to have only one Account unless permission in writing is granted by Workflexi. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked Accounts without notice if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.
1.4.1 CLIENT ACCOUNT
You can register for an Account or add an Account type to use the Site and Site Services as a Client (a “Client Account”). Each User under a Client Account (“Team Member”) can be given different permissions to act on behalf of the Client Account.
1.4.2 GIG-WORKER, AGENCY, AND AGENCY MEMBER ACCOUNT
Gig-worker: You can register for an Account or add an Account type to use the Site and Site Services as a Gig-worker (a “Gig-worker Account”).
Agency and Agency Member: A specific type of Gig-worker Account you can add is an “Agency Account”, the owner of which is referred to as an “Agency”. An Agency Account allows permissions to be granted to Users under the Agency Account which can be given different permissions to act on behalf of the Agency (each, an “Agency Member”).
You acknowledge and agree that the Agency is solely responsible, and assumes all liability, for: (a) the classification of your Agency Members as employees or independent contractors; and (b) paying your Agency Members in accordance with applicable law for work performed on behalf of the Agency for Projects. You further acknowledge and agree that (i) the Agency may determine the Profile visibility and pricing/rate information of any of its Agency Members; and (ii) Agency Members’ Profiles may display work history that includes work done under the Agency Account, including after the Agency Member is no longer an Agency Member.
You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Agency Member, you represent and warrant that: (a) the User is authorized to act on your behalf; and (b) you are fully responsible and liable for the User’s acts and omissions, including for obligations and liabilities relating to making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site and Site Services. Upon closure of an Account, Workflexi may close any or all related Accounts.
When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Workflexi. You authorize Workflexi, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must within a reasonable time provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents. During verification, some Account features may be temporarily limited. When verification is successfully completed, Account features will be restored.
Each person who uses the Site must register for their own Account. When you register for an Account, you will be asked to choose your credentials i.e username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your credentials. You agree not to share your credentials with any person, and, if you are a legal entity who is not a natural person, to only share your credentials with a person who is authorized to use your Account. You authorize Workflexi to assume that any person using the Site with your credentials, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the credentials of another User of the Site if (a) you are not authorized to use both or (b) the use would violate the Terms of Service.
The Site is a marketplace where Clients and Gig-workers can identify each other and advertise, buy, and sell Gig-worker Services online. Subject to the Terms of Service, Workflexi provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract.
2.1 RELATIONSHIP WITH WORKFLEXI
Workflexi merely makes the Site and Site Services available to enable Gig-workers and Clients to find and transact directly with each other. Workflexi does not introduce Gig-workers to Clients, select Projects for Gig-workers, or select Gig-workers for Clients. Through the Site and Site Services, Gig-workers may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Gig-workers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client or Gig-worker on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and Workflexi is not a party to that Service Contract.
You acknowledge, agree, and understand that Workflexi is not a party to the relationship or any dealings between Client and Gig-worker. Without limitation, Users are solely responsible for: (a) ensuring the accuracy and legality of any User Content; (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions); (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts; (d) performing Gig-worker Services; and/or (e) paying for Gig-worker Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information (as defined). Workflexi does not make any representations about or guarantee the truth or accuracy of any Gig-worker’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Gig-workers or Clients; does not perform background checks on or guarantee the work of Gig-workers or Clients. You acknowledge, agree, and understand that Workflexi does not, in any way, supervise, direct, control, or evaluate Gig-workers or their work and is not responsible for any Project, Project terms, or Work Product. Workflexi makes no representations about and does not guarantee, and you agree not to hold Workflexi responsible for, the quality, safety, or legality of Gig-worker Services; the qualifications, background, or identities of Users; the ability of Gig-workers to deliver Gig-worker Services; the ability of Clients to pay for Gig-worker Services; User Content and statements or posts made by Users; or the ability or willingness of a Client or Gig-worker to actually complete a transaction. While Workflexi may provide certain badges on Gig-worker or Client profiles, such badges are not a guarantee or warranty of quality or ability or willingness of the badged Gig-worker or Client to complete a Service Contract and is not a guarantee of any kind, including, the quality of Gig-worker Services or Client Project.
You also acknowledge, agree, and understand that Gig-workers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Gig-worker Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of Workflexi, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Workflexi will not have any liability or obligations, including under or related to Service Contracts and/or Gig-worker Services for any acts or omissions by you or other Users; (iii) Workflexi does not, in any way, supervise, direct, or control any Gig-worker or Gig-worker Services; does not impose quality standards or a deadline for completion of any Gig-worker Services; and does not dictate the performance, methods or process Gig-worker uses to perform services; (iv) Gig-worker is free to determine when and if to perform Gig-worker Services, including the days worked and time periods of work, and Workflexi does not set or have any control over Gig-worker’s pricing, work hours, work schedules, or work location, nor is Workflexi involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Gig-worker for a Project; (v) Gig-worker will be paid at such times and amounts as agreed with a Client in a given Service Contract, and Workflexi does not, in any way, provide or guarantee Gig-worker a regular salary or any minimum, regular payment; (vi) Workflexi does not provide Gig-workers with training or any equipment, labour, tools, or materials related to any Service Contract; (vii) Workflexi does not provide the premises at which Gig-workers will perform the work; (viii) unless otherwise agreed with their Client, Gig-workers may use subcontractors or employees to perform Gig-worker Services by delegating work on fixed-price contracts or by agreeing with their Clients to have hourly contracts for Gig-worker’s subcontractor(s) or employee(s); and (ix) Workflexi does not provide shipping services for any physical Work Product. If a Gig-worker uses subcontractors or employees, Gig-worker further agrees and acknowledges that this Section applies to Workflexi’s relationship, if any, with Gig-worker’s subcontractors and employees as well and Gig-worker is solely responsible for Gig-worker’s subcontractors and employees.
Without limiting the foregoing paragraph, if you are an Agency or Agency Member, you expressly acknowledge, agree, and understand that: (1) the Agency is solely responsible for paying its Agency Members for work performed on behalf of the Agency and that such payments will not be made through the Site; (2) Workflexi is not a party to any agreement between the Agency and its Agency Members and does not have any liability or obligations under or related to any such agreement, even if the Agency or Agency Member defaults; (3) neither Agencies nor Agency Members are employees or agents of Workflexi; (4) Workflexi does not, in any way, supervise, direct, or control the Agency or Agency Members; (5) Workflexi does not set Agencies’ or Agency Members’ contract terms amongst themselves or with Clients (including determining whether the contract will be hourly or fixed price), fees, pricing, work hours, work schedules, or location of work; (6) Workflexi does not provide Agencies or Agency Members with training or any equipment, labour, tools, or materials needed for any Service Contract; (7) Workflexi does not provide the premises at which the Agency or Agency Members will perform the work; and (8) Workflexi makes no representations as to the reliability, capability, or qualifications of any Agency or Agency Member or the ability or willingness of any Agency to make payments to or fulfil any other obligations to Agency Members, and Workflexi disclaims any and all liability relating thereto.
Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose, provided, if applicable, Users comply with the Opt-Out provisions described in Section 7. Users are free at all times to engage in such other business activities and services and are encouraged to do so.
2.2 TAXES AND BENEFITS
Gig-worker acknowledges and agrees that Gig-worker is solely responsible Gig-workerGig-worker (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Gig-worker is not covered by or eligible for any insurance from Workflexi; (c) for determining whether Gig-worker is required by applicable law to issue any particular invoices for the Gig-worker Fees and for issuing any invoices so required; (d) for determining whether Gig-worker is required by applicable law to remit to the appropriate authorities any value-added tax or any other taxes or similar charges applicable to the Gig-worker Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of India, for determining, if Workflexi is required by applicable law to withhold any amount of the Gig-worker Fees and for notifying Workflexi of any such requirement and indemnifying Workflexi for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Workflexi, Gig-worker agrees to promptly cooperate with Workflexi and provide copies of Gig-worker’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Gig-worker is engaging in an independent business as represented to Workflexi.
2.3 MARKETPLACE FEEDBACK AND USER CONTENT
You hereby acknowledge and agree that Users publish and request Workflexi to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Gig-workers or Clients voluntarily submit to Workflexi and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Workflexi; Workflexi provides such information solely for the convenience of Users.
You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that Workflexi post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score, wherever referenced, and other User Content highlighted by Workflexi on the Site or otherwise (“Composite Information”), if any, may include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that Workflexi will make Composite Information available to other Users, including composite or compiled feedback. Workflexi provides its feedback system as a means through which Users can share their opinions of other Users publicly, and Workflexi does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.
Workflexi does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content. Workflexi is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Workflexi reserves the right (but is under no obligation) to remove posted feedback or information that, in Workflexi’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Workflexi. You acknowledge and agree that you will notify Workflexi of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, Workflexi may rely on the accuracy of such information.
3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND GIG-WORKER
3.1 SERVICE CONTRACTS
If a Client and Gig-worker decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Gig-worker. Client and Gig-worker have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that Workflexi is not a party to any Service Contract, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Workflexi and any User or a partnership or joint venture between Workflexi and any User.
With respect to any Service Contract, Clients and Gig-workers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand Workflexi’s rights and obligations under the Terms of Service, including this Agreement. Workflexi expressly disclaims any and all liability with respect to actions or omissions based on the Service Contract.
3.2 DISPUTES AMONG USERS
For disputes arising between Clients and Gig-workers, you agree to abide by the dispute process that is explained hereunder that applies to your particular Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Workflexi will not and is not obligated to provide any dispute assistance beyond what is provided hereunder.
If Gig-worker or Client intends to obtain an order from any arbitrator or any court that might direct Workflexi to take or refrain from taking any action with respect to any payment, that party will (a) give us at least five business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting Workflexi, we be paid in full for any amounts to which we would otherwise be entitled; and (c) include in any such order a provision that, as a precondition to any obligation affecting Workflexi, Workflexi be paid for the reasonable value of the services to be rendered pursuant to such order.
3.3 CONFIDENTIAL INFORMATION
Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Service Contract. If and to the extent that the Users do not articulate any different agreement with regard to confidentiality, then they agree that this Section 3.3 (Confidential Information) applies.
To the extent a User provides Confidential Information to another User, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
4. WORKER CLASSIFICATION
Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee, or employer-employee relationship between Workflexi and a User.
The client is solely responsible for and has complete discretion with regard to the selection of any Gig-worker for any Project. The client is solely responsible for and assumes all liability for determining whether Gig-workers should be engaged as independent contractors or employees of the Client and engaging them accordingly. The client warrants its decisions regarding classification are correct and its manner of engaging Gig-workers complies with applicable laws, regulations, and rules. Workflexi will have no input into, or involvement in, worker classification as between Client and Gig-worker and Users agree that Workflexi has no involvement in and will have no liability arising from or relating to the classification of a Gig-worker generally or with regard to a particular Project.
5. WORKFLEXI FEES
5.1 FEES FOR GIG-WORKERS
Service Fees: Gig-workers will pay Workflexi a service fee of 15% of the amount earned through Workflexi (the “Service Fees”). The Service Fees (to use the Site Services) are paid solely by Gig-worker. When a Client pays a Gig-worker for a Project or when funds related to a Project are otherwise released to a Gig-worker from Workflexi Gig-worker for the full amount paid or released by the Client, and then subtract and disburse to Workflexi the Service Fee. Gig-worker hereby irrevocably authorizes and instructs Workflexi to deduct the Service Fee before making payment to the Gig-worker. In the event the Gig-worker chooses to withdraw funds in a currency other than Indian Rupees, there may also be a foreign currency conversion charge imposed by Workflexi and the rate may differ from rates that are in effect on the date of the payment and you may be able to obtain a better rate from your bank or financial institution.
Disbursement Fees: Gig-workers will pay Workflexi a disbursement fee for remitting payments to their preferred payment method (“Disbursement Fee”). The Disbursement Fee is paid to Workflexi in consideration of costs incurred and administration of disbursements via the disbursement method requested by Gig-worker and varies by disbursement method. The Disbursement Fee for each disbursement method is listed under Fees and Schedules on the Site as revised from time to time.
In addition to fees charged by Workflexi, your disbursement method may also charge activation, maintenance, or other account fees.
5.2 CLIENT FEES
Clients pay Workflexi a fee of 2% of the amount transacted as a processing fee for payment processing and administration related to the Gig-worker Fees they pay to Gig-workers they engage through the Site, as described on this Site.
Workflexi may be required by the applicable law to collect taxes or levies including, without limitation, withholding income tax or GST in the jurisdiction of the Gig-worker (the “Taxes“). In such instances, any amounts Workflexi is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to Workflexi under the Terms of Service.
5.4 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS
Workflexi does not introduce Clients to Gig-workers and does not help Gig-workers secure Projects. Workflexi merely makes the Site and Site Services available to enable Gig-workers to do so themselves and may from time to time highlight Projects that may be of interest. Therefore, Workflexi does not charge a fee when a Gig-worker finds a suitable Client or finds a Project. In addition, Workflexi does not charge any fee or dues for posting public feedback and composite or compiled feedback, including Composite Information.
6. PAYMENT TERMS
6.1 CLIENT PAYMENTS ON SERVICE CONTRACTS
The client becomes obligated to pay applicable amounts to Workflexi immediately upon sending an offer (for the full amount or for the first milestone, if milestones are used) or upon activating any additional milestone. When Client authorizes the payment of the Gig-worker Fees on the Site, Client automatically and irrevocably authorizes and instructs Workflexi to charge Client’s Payment Method for the Gig-worker Fees.
6.2 DISBURSEMENTS TO GIG-WORKERS ON SERVICE CONTRACTS
Workflexi will disburse funds to the Gig-worker within 24 hours of the Client authorizing the payment release.
If Client is in “default”, meaning the Client fails to pay the Gig-worker Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of Workflexi), Workflexi will be entitled to the remedies described in this Section 6.3 in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Gig-worker Fees when due; (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days after the accrual of the charge, an account current after a credit or debit card is declined or expires; (c) Client fails to pay an invoice issued to the Client by Workflexi within the time period agreed or, if no period is agreed, within 30 days; (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by Workflexi for Gig-worker Fees or such other amount due being reversed to the Client; or (e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account.
If Client is in default, we may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Site and Site Services, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Gig-worker Services from other Users through the Site. However, the Client will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, the Client must pay Workflexi upon demand for any amounts owed, plus interest at two percent (2%) per month, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.
At our discretion and to the extent permitted by applicable law, Workflexi may, without notice, charge all or a portion of any amount that is owed on any Account to Workflexi or as Gig-worker Fees or otherwise to any Payment Method on file on the Client’s Account; set off amounts due against other amounts received from Client or held by for Client by Workflexi; make appropriate reports to credit reporting agencies and law enforcement authorities; cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.
Workflexi does not guarantee that Client is able to pay or will pay Gig-worker Fees and Workflexi is not liable for Gig-worker Fees if the Client is in default. Gig-worker may pursue such other remedies against Client as Gig-worker chooses. If Workflexi recovers funds from a Client in default pursuant to this Section 6.3, Workflexi will disburse any portion attributable to Gig-worker Fees to the applicable Gig-worker to the extent not already paid by Client or credited by Workflexi through any Payment Protection program.
6.4 NO RETURN OF FUNDS AND NO CHARGEBACKS
Client acknowledges and agrees that Workflexi will charge or debit Client’s designated Payment Method for the Gig-worker Fees incurred and the Fee that once Workflexicharges or debits the Client’s designated Payment Method for the Gig-worker Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. The client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for the Client to resolve disputes. To the extent permitted by applicable law, Client, therefore, agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Gig-worker Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that Workflexi may dispute or appeal the chargeback and institute collection action against Client and take such other action it deems appropriate.
6.5 PAYMENT METHODS
In order to use certain Site Services, the Client must provide account information for at least one valid Payment Method.
The client hereby authorizes Workflexi as applicable, to run Net Banking and UPI Methods to make payments to the Gig-workers.Gig-worker
By providing Payment Method information through the Site and authorizing payments with the Payment Method, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to make payments using the Payment Method(s); (c) if Client is an employee or agent of a company or person that owns the Payment Method, that Client is authorized by the company or person to use the Payment Method to make payments on Workflexi; and (d) such actions do not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law.
When Client authorizes a payment using a Payment Method via the Site, Client represents and warrants that there are sufficient funds available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.
Workflexi is not liable to any User if Workflexi does not complete a transaction as a result of any limit by applicable law or your financial institution, or if a financial institution fails to honour any credit or debit to or from an account associated with such Payment Method. Workflexi will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement.
6.6 INR AND FOREIGN CURRENCY CONVERSION
The Site and the Site Services operate in INR. If a User’s Payment Method is denominated in a currency other than INR and requires currency conversion to make or receive payments in INR, the Site may display foreign currency conversion rates that Workflexi currently make available to convert supported foreign currencies to INR. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Each User, at its sole discretion and risk, may authorize the charge, debit, or credit of its Payment Method in a supported foreign currency and the conversion of the payment to INR at the foreign currency conversion rate displayed on the Site. A list of supported foreign currencies is available on the Site. If foreign currency conversion is required to make payment in INR and Workflexi does not support the foreign currency or the User does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, Workflexi will charge, debit, or credit the User’s Payment Method in INR and the User’s Payment Method provider will convert the payment at a foreign currency conversion rate selected by the User’s Payment Method provider. The User’s Payment Method provider may also charge fees directly to the Payment Method even when no currency conversion is involved. The User’s authorization of a payment using a foreign currency conversion rate displayed on the Site is at the User’s sole risk. Workflexi is not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than INR. Workflexi is not responsible for currency fluctuations that occur when receiving or sending payments to and from its Account.
7.1 MAKING PAYMENTS THROUGH WORKFLEXI
You acknowledge and agree that a substantial portion of the compensation Workflexi receives for making the Site available to you is collected through the Service Fee described in Section 5.1 and that in exchange a substantial value to you is the relationships you make with other Users when you identify or are identified by another person through the Site or Site Services (the “Workflexi Relationship”). Workflexi only receives the Service Fee when a Client and a Gig-worker pay and receive payment through the Site. Therefore, except as set out in Section 7.2, for 36 months from the start of a Workflexi Relationship (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that person or arising out of your relationship with that person and not to circumvent the Payment Methods offered on the Site unless you pay a fee to take the relationship off of the Site (the “Conversion Fee”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another person through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business or its successor when acting in that capacity with respect to the other User.
By way of illustration and not in limitation of the foregoing, you agree not to:
- Offer or solicit or accept any offer or solicitation from parties identified through the Site to contract, hire, invoice, pay, or receive payment in any manner other than through the Site.
- Invoice or report on the Site or in a Conversion Fee request an invoice or payment amount lower than that actually agreed, made, or received between Users.
- Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments other than through the Site.
You agree to notify Workflexi immediately if a person suggests to you making or receiving payments other than through the Site in violation of this Section 7 or if you receive unsolicited contact outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Workflexi.
You acknowledge and agree that a violation of any provision in this Section 7.1 is a material breach of the Terms of Service. Your Account may be permanently suspended and charged the Conversion Fee (defined above) if you violate this Section 7.1. If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Conversion Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.
7.2 COMMUNICATING THROUGH THE SITE; NOT SHARING CONTACT DETAILS
The provisions of this Section 7.2 apply to any interaction between Users where the Client has a Basic or Plus Account. The provisions of this Section 7.2 do not apply to any interaction between Users where the Client is an Enterprise Client. For purposes of the Terms of Service, “Enterprise Client ” means a Client, including a legacy Enterprise client or a Workflexi Business Client, that has the following “Enterprise” badge displayed on its job post or search tile:
For Users subject to this Section 7.2, Users agree to use the communication services available on the Site to communicate with other Users prior to entering into a Service Contract. You agree that prior to entering into a Service Contract, you (a) will use Workflexi as the sole manner to communicate with other Users; (b) will not provide your Means of Direct Contact (defined below) to any other User or another person that you identified or were identified by through the Site; (c) will not use Means of Direct Contact of another user to attempt to or to communicate with, solicit, contact, or find the contact information of a User outside of Workflexi; (d) will not ask for, provide, or attempt to identify through public means the contact information of another User; and (e) you will not include any Means of Direct Contact (defined below) or means by which your contact information could be discovered in any profile, proposal, job posting, invitation, or pre-hire communication through the Site’s communications services (including in each case in any attached file), except as otherwise provided on the Site.
For purposes of the Terms of Service “Means of Direct Contact” means any information that would allow another person to contact you directly, including, without limitation, phone number, email address, physical address, a link to a contact form or form requesting contact information, any link to an applicant management system or means to submit a proposal or application outside of the Site, or any information that would enable a user to contact you on social media or other website or platform or application that includes a communications tool, such as Skype, Facebook. For the avoidance of doubt, information is a Means of Direct Contact if it would enable another user to identify any of the information above through other sources, such as going to a website that included an email address or identifying you on social media, such as through Facebook or LinkedIn.
You acknowledge and agree that a violation of any provision of this Section 7.2 is a material breach of the Terms of Service. Your Account may be permanently suspended if you violate this Section 7.2.
7.3 OPTING OUT
You may opt-out of the obligations in Section 7.1 with respect to each Workflexi Relationship only if the Client or Gig-worker pays Workflexi a Conversion Fee which is a minimum of INR10,000 and up to INR100,000 for each Workflexi Relationship.
You agree that the Conversion Fee is 15% of the estimated earnings over a twelve (12) month period.
The Conversion Fee may be calculated differently for Workflexi Relationships when the Client is an Enterprise Client if the Enterprise Client contract with Workflexi provides for different terms.
To inquire about or pay the Conversion Fee, send an email message to Workflexi.
You understand and agree that if Workflexi determines, in its sole discretion, that you have violated Section 7, Workflexi may, to the maximum extent permitted by law (a) charge your Payment Method the Conversion Fee (including interest) if permitted by law or send you an invoice for the Conversion Fee (including interest), which you agree to pay within 30 days, (b) close your Account and revoke your authorization to use the Site and Site Services, and/or (c) charge you for all losses and costs (including any and all time of Workflexi’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.
8. RECORDS OF COMPLIANCE
Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to Workflexi upon request. Nothing in this subsection requires or will be construed as requiring Workflexi to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for the creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Workflexi’s part to store, backup, retain, or grant access to any information or data for any period.
9. WARRANTY DISCLAIMER
YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE, OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. WORKFLEXI MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, USER CONTENT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WORKFLEXI DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 13 (AGREEMENT TERM AND TERMINATION) STATES THE USER’S SOLE AND EXCLUSIVE REMEDY AGAINST WORKFLEXI WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
10. LIMITATION OF LIABILITY
Workflexi is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
- your use of or your inability to use our Site or Site Services;
- delays or disruptions in our Site or Site Services;
- viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
- glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
- damage to your hardware device from the use of the Site or Site Services;
- the content, actions, or inactions of third parties’ use of the Site or Site Services;
- a suspension or other action is taken with respect to your Account;
- your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and
- your need to modify practices, content, or behaviour or your loss of or inability to do business, as a result of changes to the Terms of Service.
ADDITIONALLY, IN NO EVENT WILL WORKFLEXI, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF WORKFLEXI, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED INR 1000 THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.
In addition to the recognition that Workflexi is not a party to any contract between Users, you hereby release Workflexi, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees, and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exists as of the time you enter into this agreement. This release includes, for example, and without limitation, any disputes regarding the performance, functions, and quality of the Gig-worker Services provided to the Client by a Gig-worker and requests for refunds based upon disputes.
This release will not apply to a claim that Workflexi failed to meet our obligations under the Terms of Service.
You will indemnify, defend, and hold harmless Workflexi, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default (described in Section 6.3 (Non-Payment)) incurred through use of the Site Services; (b) any Work Product or User Content developed, provided, or otherwise related to your use of the Site Services; (c) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Gig-worker as an independent contractor; the classification of Workflexi as an employer or joint employer of Gig-worker; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (d) failure to comply with the Terms of Service by you or your agents; (e) failure to comply with applicable law by you or your agents; (f) negligence, wilful misconduct, or fraud by you or your agents; and (g) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 12, your agents include any person who has apparent authority to access or use your account demonstrated by using your credentials.
“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
13. AGREEMENT TERM AND TERMINATION
Unless both you and Workflexi expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to Workflexi. In the event, you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and Your Account will be closed. Workflexi is not a party to any Service Contract between Users. Consequently, the User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree (a) you hereby instruct Workflexi to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site; (c) Workflexi will continue to perform those Site Services necessary to complete any open Project or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to Workflexi for any Site Services or such other amounts owed under the Terms of Service and to any Gig-workers for any Gig-worker Services.
Without limiting Workflexi’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke or limit access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Workflexi or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity; or (iv) we are required to by law, legal process, or law enforcement. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or re-register under a new Account without Workflexi’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.
You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You, therefore, agree as follows: IF WORKFLEXI DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, WORKFLEXI HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT WORKFLEXI WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
13.2 ACCOUNT DATA ON CLOSURE
Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and any closure of your Account may involve deletion of any content stored in your Account for which Workflexi will have no liability whatsoever. Workflexi, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.
After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance, after this Agreement terminates or expires, will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement, and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or Workflexi from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.
14. DISPUTES BETWEEN YOU AND WORKFLEXI
This Agreement (and any dispute or claim relating to it, its enforceability, or its termination) is to be governed by and construed in accordance with the laws of India. In the event of a dispute, difference, or claim between the Parties hereto, arising out of this Agreement or in any way relating hereto, or any term, condition or provision herein mentioned or the construction or interpretation thereof or otherwise in relation hereto, the Parties shall first endeavour to settle such difference, dispute, claim or question by mutual discussion, failing which the same shall be referred to arbitration in accordance with the Arbitration & Conciliation Act, 1996, or any statutory modification or re-enactment thereof for the time being in force. Each Party may nominate an arbitrator and the two appointed arbitrators shall nominate a third arbitrator. The third arbitrator shall be the sole arbitrator to conduct the arbitration proceedings. The place of arbitration shall be Bangalore and any award whether interim or final shall be made, and shall be deemed for all purposes between the Parties to be made, Bangalore. The arbitral procedure shall be conducted in the English language and any award or awards shall be rendered in English. The procedural law of the arbitration shall be Indian law. The award of the arbitrator shall be final and conclusive and binding upon the Parties.
15.1 ENTIRE AGREEMENT
This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Workflexi relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Workflexi drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favouring or disfavouring you or Workflexi because of the authorship of any provision of the Terms of Service.
15.2 MODIFICATIONS; WAIVER
No modification or amendment to the Terms of Service will be binding upon Workflexi unless they are agreed in a written instrument signed by a duly authorized representative of Workflexi or posted on the Site by Workflexi. The email will not constitute a written instrument as contemplated by Section 15.2. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Workflexi’s prior written consent in the form of a written instrument signed by a duly authorized representative of Workflexi. Workflexi may freely assign this Agreement and the other Terms of Service without the User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.
15.4 SEVERABILITY; INTERPRETATION
If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
15.5 FORCE MAJEURE
The parties to this Agreement will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period due to a pandemic, epidemic, labour disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond the reasonable control of such party.
15.6 PREVAILING LANGUAGE AND LOCATION
The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions if any. The Site is controlled and operated from our facilities in Bangalore.
15.7 ACCESS OF THE SITE OUTSIDE INDIA
Workflexi makes no representations that the Site is appropriate or available for use outside of India. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, Indian, state, and local laws and regulations. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services, and your license to use the Site or Site Services will be immediately revoked.
15.8 CONSENT TO USE ELECTRONIC RECORDS
“Client” means any authorized User utilizing the Site or Site Services, including Direct Contract Services, to seek and/or obtain Gig-worker Services, including from another User.
“Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is tangible, electronic, verbal, graphic, visual, or other forms. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Gig-worker or Client; (b) was lawfully received by User without restriction from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without the use of another person’s Confidential Information.
“Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Gig-worker, prior to the commencement of a Service Contract, for the completion of all Gig-worker Services contracted by Client for such Service Contract.
“Gig-worker” means any authorized User utilizing the Site or Site Services, including Direct Contract Services, to advertise or provide Gig-worker Services to Clients, including Gig-worker Accounts that are Agency Accounts or, if applicable, Agency Members. A Gig-worker is a customer of Workflexi with respect to the use of the Site and Site Services.
“Gig-worker Fees” means: (a) for an Hourly Contract, the amount reflected in the Hourly Invoice (the number of hours invoiced by Gig-worker, multiplied by the hourly rate charged by Gig-worker); (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Gig-worker; and (c) any bonuses or other payments made by a Client to a Gig-worker.
“Gig-worker Services” means all services performed for or delivered to Clients by Gig-workers.
“Hourly Contract” means a Service Contract for which the Client is charged based on the hourly rate charged by Gig-worker.
“Hourly Invoice” means the report of hours invoiced for a stated period by a Gig-worker for Gig-worker Services performed for a Client.
The term “including” as used herein means including without limitation.
“Intellectual Property Rights” means all patent rights, copyright rights, trademark, service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, in each case, under the laws of any state, country, territory or other jurisdiction.
“Payment Method” means a valid credit card issued by a bank acceptable to Workflexi, a bank account linked to your Account, PayTM account, a debit card, or such other method of payment as Workflexi may accept from time to time in our sole discretion.
“Project” means an engagement for Gig-worker Services that a Gig-worker provides to a Client under a Service Contract on the Site.
“Staffing Employee” means a Gig-worker enrolled in Workflexi Payroll, accepted for employment by a Staffing Provider, and assigned by the Staffing Provider to provide Gig-worker Services to one or more Client(s).
“Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Gig-worker governing the Gig-worker Services to be performed by a Gig-worker for Client for a Project; (b) a Direct Contract as defined in the Workflexi Direct Contract Terms; or (c) if you use Workflexi Payroll, the contractual provisions between Gig-worker and the Staffing Provider for the provision of services to Client, if any.
“Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.
“Workflexi App” means the online platform accessed using Workflexi’s downloaded application or other software that enables time tracking and invoicing, chat, and screenshot sharing with other Users.
“User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other content or information that you or any Site Visitor or User post to any part of the Site or provide to Workflexi, including such content or information that is posted as a result of questions.
“Work Product” means any tangible or intangible results or deliverables that Gig-worker agrees to create for, or actually delivers to, Client as a result of performing the Gig-worker Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.