This User Agreement (this “Agreement”) is a contract between You and Proven App Limited. You must read, agree to, and accept all the terms and conditions contained in this Agreement to use Our Services. This Agreement includes and hereby incorporates by reference other important agreements and documents, as they may be in effect and modified from time to time.
YOU UNDERSTAND THAT BY USING OUR SERVICES AND/OR ACCESSING THE PLATFORM YOU AGREE TO BE BOUND BY THIS AGREEMENT.
IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS THE PLATFORM OR USE OUR SERVICES.
Contents
- Definition and Interpretation of Terms
- Proven App Limited Services
- Relationship between the Parties
- Registration and account
- Duration of the Agreement
- Rules of Conduct in Connection with Use of Our Platform
- Rules of Conduct with regards to Independent Contractor
- Payments
- 8.1. Payment to Independent Contractor
- 8.2. Payment to Us
- Warranties
- Non-Circumvention
- Intellectual Property
- 11.1. Ownership
- 11.2. Restrictions
- Confidentiality
- Privacy
- Disclosure of Personal Information
- Limitation of Liability
- Indemnity
- Insurance claims
- Loss of property
- Assignment
- Termination
- Variation of Agreement
- Governing law
- Dispute resolution
- Notices
- Force Majeure
- Entire Agreement
- Severability
In consideration of the payment of the service fees as herein provided, We agree to provide Our Services to You under the terms hereunder.
Definition and Interpretation of Terms
In this Contract, unless the context otherwise requires, the following expressions shall have the following meanings:
- “Client” means the person, natural or legal, who obtains Skilled Services from the Independent Contractor through the Proven App Platform.
- “Confidential Information” means know-how, trade secrets, and other information of a confidential nature (including, without limitation, all proprietary technical, industrial, and commercial information, customers’ and suppliers’ data and techniques in whatever form held, as well as any information regarding the business and the contents of this Agreement) disclosed by one party (discloser) to another party (recipient) verbally, in writing, or by inspection of tangible objects; and excludes any information that was:
- Previously known to the recipient without an obligation of confidentiality;
- Acquired by the recipient from a third party with the right to make such disclosure.
- Which becomes publicly available through no fault of the recipient.
“Contract” means this agreement and the terms and conditions contained herein.
“Dispute” means any dispute, action, claim, controversy or cause of action among the parties arising out of or in connection with this agreement or any term, condition or provision hereof, relating to the existence, validity, interpretation, construction, performance, enforcement and termination of this agreement.
“Effective Date” means the date from which this Agreement comes into effect.
“Independent Contractor” means the person, natural or legal, who provides Skilled Services to You through the Proven App Platform.
“Marks” means trademarks, service marks, trade names, copyrights, logos, slogans and other identifying symbols of a party.
“Our Fees” means the applicable fee payable to Us by You as consideration for the use of Our Services.
“Our Services” means the services We render to You pursuant to this contract and include but is not limited to:
Our Independent Contractor matching service where We provide You with contact details and relevant information relating to, or otherwise facilitating connections with an Independent Contractor to provide the needed skilled service.
Our Escrow services whereby We hold any asset of value or money, prepaid by You, on behalf of the Independent Contractor and Yourself pursuant to a Service Agreement as You receive the skilled service of the Independent Contractor.
“Personal Data” means any information obtained in connection with this Agreement:
relating to an identified or identifiable natural person;
that can reasonably be used to identify or authenticate an individual, including but not limited to name, contact information, precise location information, persistent identifiers; and
any information that may otherwise be considered “personal data” or “personal information” under the applicable law.
“Platform” means Proven App Platform.
- “Proven App Platform” means an online interface in the form of any software including a website or a part thereof and applications including, the website, on the domain name, www.proven.co.ke and the Proven mobile applications.
“Schedule of Service Charges” means the schedule attached hereto.
“Service Agreement” means any agreement, written, oral, express or implied, entered into between You and the Independent Contractor for the provision of Skilled Services, and to which We are not a party.
“Service Charges” means the consideration paid to Ourselves.
“Skilled Services” means a service requiring specialized knowledge and skill.
Reference to “You” or “Your” means the Client.
Reference to “Us” “Our” or “We” means Proven App Limited and its affiliates.
The words “including” and “include” means “including but not limited to” means the Client.
Proven App Limited Services
Whereas Our Services constitute a technology Platform that enables Client users, such as Yourself, to request for provision of Skilled Services from Independent Contractors, You acknowledge that:
We do not provide Skilled Services;
We do not give any representation or warranties on the quality of the Skilled Services You shall procure through Our Services;
We give no warranties whatsoever on the qualifications or suitability of the Independent Contractors on the Platform; and
We give no warranties whatsoever on the Skilled Services that shall be provided to You by the Independent Contractors on the Platform.
We shall provide You with the contact information of Independent Contractors who are willing to provide You with the Skilled Services You request on the Platform.
Our Platform is solely a venue for communications enabling the connection between You and the Independent Contractor for the procurement of Skilled Services.
Relationship between the Parties
Except as otherwise expressly provided for herein, nothing in this contract shall be deemed to create any joint venture, partnership, or an agency relationship between the parties, and no party shall have the right to enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of the other party hereto, in the absence of a separate agreement in writing executed by an authorized representative of the other party.
You expressly acknowledge that there is no employment or agency relationship between Us and the Independent Contractors.
By agreeing to use Our Services, You grant Us the right to access details of the job specifications and service agreement between You and the Independent Contractor.
Registration and Account
To use Our Services as a Client, You must be of the age of majority and by using Our Services or by registering for the Platform, You warrant and represent to Us that You have attained the age of majority.
To access and use Our Services, You shall register for an account with Our Platform by completing and submitting the registration form. You represent and warrant that all information provided in the registration form is complete and accurate.
Upon registration, You shall provide Us with Your email address, set Your user ID and password and You agree to:
Keep Your password confidential, notify Us in writing immediately if You become aware of any disclosure of Your password, be responsible for any activity on the Platform arising out of any failure to keep Your password confidential, and that You shall solely be liable for any losses arising out of such a failure.
You shall use Your account exclusively.
You shall not transfer Your account to any third party. Permitting a third party to manage Your account on Your behalf shall constitute a breach of this Contract.
We may suspend or cancel Your account, and/or edit Your account details, at any time at Our sole discretion and without notice or explanation.
Duration of the Agreement
This Agreement shall commence on the Effective Date and shall continue indefinitely thereafter unless earlier terminated as provided herein below or otherwise revised by Us.
Rules of Conduct in Connection with Use of Our Platform
By agreeing to use Our Services, You agree to be bound by the rules of conduct hereunder.
You shall not post, transmit or otherwise make available through or in connection with Our Platform any material that is:
Threatening, harassing, degrading, hateful, intimidating, or otherwise fails to respect the rights and dignity of others;
Defamatory, libelous, fraudulent or otherwise tortious;
Obscene, indecent, pornographic or otherwise objectionable;
Protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner; or
A virus, worm, spyware or other computer code, file, or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or alter the normal operation of, or monitor the use of any hardware, software, or equipment.
You agree not to use the Platform for any purpose that is not relevant to or permitted on Our Services.
A breach of any term of this clause shall result in termination of Our Services without further reference to You and without prejudice to any other rights available to Us.
Rules of Conduct with regards to Independent Contractor
In the course of delivery of Skilled Services by the Independent Contractor, You agree to act professionally and courteously and shall at all times maintain a professional and ethical relationship with the Independent Contractor.
Payment to Independent Contractor
You acknowledge that You shall contract for the provision of Skilled Services directly with the Independent Contractor on the Platform and that We are not a party to any Service Agreement between You and the Independent Contractors.
Payment for Skilled Services rendered shall be made by You to the Independent Contractor.
Payments to Independent Contractors shall be made through a designated payment method using Our Escrow Account upon request.
You are required to make payments to the Independent Contractor prior to the commencement of rendering of Skilled Services under the Service Agreement.
Payment to Us
We shall charge You certain fees for the use of Our Services. Such fees will be as per Our Fee Schedule determined by Us and may be revised from time to time by Ourselves at Our sole discretion.
For every service We offer, We shall, at Our option, deduct Our fees automatically from any funds We hold for You or in Your Escrow Account or request You to make payment for the service.
By using Our Services, You agree to pay all applicable Fees or charges in connection with Your use of Our Services and We shall have all rights permissible under law and at Our sole discretion to recover payment of Our Fees and all costs and expenses incurred, including reasonable attorney fees from You as a debt.
All fees payable under these terms shall be deemed exclusive of Value Added Tax or other similar taxes, and shall be paid free and clear of any other deductions.
Warranties
We do not guarantee the accuracy, completeness, or usefulness of any content or information including, but not limited to opinions, advice, statements, and offers made on Our Platform. Neither do we adopt nor endorse, nor are we responsible for, the accuracy or reliability of any such information or content. Under no circumstances shall We be responsible for any loss or damage resulting from anyone’s reliance on any information or content posted on the Platform.
We do not warrant that We confirm the identity of the Independent Contractors or vet them, check, audit, or monitor any information provided to Us as to the completeness, accuracy, or usefulness of such content or information.
We do not make any warranties as to the quality of Skilled Services to be offered by the Independent Contractor, nor do We guarantee that the Skilled Services offered will be without fault or will meet Your expectations.
We provide Our Services on an “as is” basis and grant no warranties of any kind, express, implied, statutory, in connection with the performance of Our Services under this Contract.
We will not be responsible for the enforcement of any contractual obligations arising out of an agreement between You and the Independent Contractor, and We will have no obligation to mediate between the parties to any such agreement.
We reserve the right to discontinue or alter any or all of Our Services and to stop at any time at Our sole discretion without notice or explanation, and You will not be entitled to any compensation upon the discontinuance or alteration of any of Our Services.
By registering using Our Platform, You warrant, acknowledge, and represent to Us that:
You have been requested to obtain Your own independent legal advice on this contract prior to signing this contract;
You have been given adequate time to obtain independent legal advice;
You confirm that You have fully understood this contract; and
You have obtained independent legal advice.
Non-Circumvention
By agreeing to use Our Platform, You agree not to contact any Independent Contractor who has previously offered their Skilled Services to You through Our Platform to provide You with skilled Service outside of the Platform without Our written consent, which consent shall not be unreasonably withheld but shall be subject to payment of Our introductory fees.
Should You contract an Independent Contractor who has previously offered their Skilled Services to You through Our Platform to provide You with skilled Service outside of the Platform, without Our explicit written consent, We shall be entitled to receive double Our prevailing fees from You.
Any bookings and requests to procure Skilled Services shall be made through Our Platform and shall be provided on an “as is” basis.
Where You wish to make specific bookings for a particular Independent Contractor, You shall make such requests through Our Platform.
Intellectual Property
Ownership: We own all rights to the marks of Proven App, including all intellectual property rights therein, which shall be the property of Us, Our affiliates, or respective licensors.
Restrictions: You shall not:
Remove any copyright, trademark, or other proprietary marks.
Reproduce, modify, prepare derivative works based upon, distribute, sell, resell, license, lease, transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise exploit Our Services except as otherwise permitted by Us.
Decompile, reverse engineer, or disassemble Our Services except as may be permitted under applicable law.
Link to, mirror, or frame any portion of Our Services.
Cause or launch any programs or scripts for scraping, indexing, surveying, or otherwise data mining any portion of Our Services.
Unduly burden or hinder the operation and/or functionality of any aspect of Our Services.
Attempt to gain unauthorized access to or impair any aspect of Our Services or its related systems or networks.
Confidentiality
Each party agrees that it will not disclose confidential information to any third parties, or use it in any way other than for the purposes for which such information was collected, as required by law, or as is necessary to perform this Agreement.
Each party shall ensure that confidential information will only be made available upon prior written consent of the discloser and to its employees and agents who need to know such confidential information and who are bound by written obligations of confidentiality to protect the confidential information.
Where the discloser gives authority to disclose confidential information or disclosure is made as a requirement of law, the recipient shall give prior written notice to the discloser and reasonably assist in obtaining a protective order to make such disclosure.
Upon termination of this Agreement, and as requested by the discloser, each party shall not disclose confidential information and shall maintain the confidentiality of such information. Each party shall deliver to the discloser (or destroy upon request by the disclosing party) all materials or documents containing the discloser’s confidential information, together with all copies thereof in whatever form.
You agree to use, disclose, store, retain, or otherwise process Personal Data obtained in Your use of Our software services solely to perform this Contract and shall maintain the accuracy and integrity of such Personal Data provided by Us and in Your possession, custody, or control.
Privacy
By providing Your email address, You agree to receive certain communications in connection with Our Services, including but not limited to email letters with information and notifications.
By providing Your phone number and using Our Services, You agree that We may, to the extent permitted by applicable law, use Your mobile phone number for calls and text (SMS) messages to assist in facilitating the Skilled Services to be provided by the Independent Contractor.
By agreeing to use Our Services, You agree to Our use of a third party to mask Your telephone number when You call or exchange text (SMS) messages with the Independent Contractor using a telephone number provided by Us.
During this process, We will receive in real-time and store call data, including the date and time of the call or text (SMS) message, the parties’ phone numbers, and the content of the text (SMS) messages.
Disclosure of Personal Information
We may provide Your information, including Your personal information, to Our subsidiaries, affiliated companies, or subcontractors, so such parties can, among other things:
perform services and/or process such information on Our behalf;
use the information to offer You greater functionality and enhanced services or related product and service opportunities; and
communicate these opportunities to You.
When We do this, the recipients of Your information may not be bound by contracts with Us to maintain the privacy of Your information.
We may share non-personal information (such as anonymous website and/or application use data) with third parties to assist them in understanding Our Services, including users’ use of Our Services and the success of advertisements and promotions.
We may share non-personally identifiable user data, such as aggregated gender, age, geographic, and usage data (without the inclusion of Your name or other identifying information) with advertisers and other third parties for their marketing and promotional purposes.
We may use analytics services provided by third parties that use cookies and other similar technologies to collect information about Our Services without identifying individual visitors. The third parties that provide Us with these services may also collect information about Your use of third-party websites and applications.
We may share location-based information with third parties for their marketing and promotional purposes if You have allowed location-based services on Your computing device.
We may also release Your information if required to do so by law or in the good-faith belief that such action is necessary to comply with state or federal laws or respond to a court order, subpoena, law enforcement, regulatory request, or search warrant.
Limitation of Liability
We shall not be liable for any damages, including, but not limited to, any direct, indirect, special, willful, punitive, incidental, exemplary, special, or consequential damages (including, but not limited to, damages for loss of business, business interruptions, loss of programs or information, or loss of profits, income, revenue, use, anticipated savings, commercial opportunities, or goodwill) or any other damages arising out of the availability, use, reliance on, inability to utilize or improper use, interruption, or dysfunction of Our Services, giving rise to any form of action or omission of action, whether in contract, tort, or otherwise.
This section applies to the maximum extent permitted by applicable law and does not or is not intended to override, limit, or exclude any rights You may have under applicable law.
Indemnity