This Service Professional Agreement (the "Agreement") sets forth the terms and conditions whereby you, an independent service provider fully-licensed (to the extent required by applicable law) and qualified to provide the services contemplated by this Agreement (the "Service Professional"), agree to provide certain services (as described on Schedule 1) to third parties that may, from time to time, be referred to you via the web-based platform of WeFix Technologies Inc., MEGA MOIST SERVICES LTD COMPANY COMPANY, with a mailing address at #7 Nnata-Wali layout, Off Apaogwu Estate, R.D road Port Harcourt, Rivers State ("WeFix").
1. GENERAL PROVISIONS
1.1 Background Statement
WeFix is the creator of a technology platform that connects clients (“Service Requesters”) with fully-licensed (to the extend required by applicable law) and qualified professionals, such as Service Professional, in the business of providing home and/or office cleaning, handyperson services, plumbing services, electrical services, painting services, moving and delivery services and/or other home and/or office services (“Services”). WeFix provides a web-based and mobile application-based portal (the “WeFix Platform”) through which Service Requesters may connect with a network of Service Professionals with whom they may arrange a variety of Services. WeFix and Service Professional intend that Service Professional will provide these services to Service Requesters strictly as an independent Service Professional, and not as an employee, agent, joint venture, partner or franchisee of WeFix or any Service Requester for any purpose. WeFix does not provide the Services described in this Agreement and does not employ individuals to perform said Services. WeFix’s role is limited to offering the technology platform as a referral tool service for Service Requesters and Service Professionals and facilitating payments from Service Requesters to Service Professionals.
1.2 The WeFix Platform
2. THE SERVICES
2.1 Service providers
Service Professional shall recieve job booking through the Platform requesting any Services that Service Professional is fully-licensed (to the extent required by applicable law) and qualified to provide as specified on Schedule 1 to this Agreement. In those jurisdictions where a license, permit, or certification is required to perform the Services, Service Professional shall, upon request, provide proof to WeFix of all necessary licenses, permits and/or certifications before Service Professional provides any such Services under this Agreement.
To ensure that the WeFix platform remains a reliable source of referrals and to ensure all qualified Service Professionals are able to access available Jobs, once Service Professional has been awarded the Job, Service Professional is contractually obligated to complete the Job within the Timeframe specified by, and to the satisfaction of, the Service Requester. Cancellation by Service Professional may result in a fee being charged to Service Professional as described further in Schedule 3, which may be modified from time to time by WeFix. Service Professional may reschedule a Job without Service Professional incurring a fee, provided the Job is rescheduled outside of the timeframes set forth in the then-applicable Schedule 3. If Service Requester and Service Professional agree to reschedule, Service Professional agrees to notify WeFix as promptly as possible so that WeFix may update its Platform. In the event that the Service Requester declines to reschedule, WeFix shall have the right to make the Job available on the WeFix Platform.
Service Professional understands and agrees that Service Professional’s failure to complete a Job in accordance with Service Requester’s specifications after he or she has booked that Job using the Platform constitutes a material breach of this Agreement and could result in a fee being charged to Service Professional as set forth in Schedule 3, as modified from time to time by WeFix, or termination of this Agreement in accordance with paragraph 9. Similarly,
2.3 No Control
WeFix shall not control or have any right to control the manner or means by which Service Professional performs the Services, including but not limited to the time and place Service Professional performs the Services, the Jobs Service Professional selects, the tools and materials used by Service Professional to complete the Jobs, the helpers, assistants, subcontractors or other personnel (if any) used by Service Professional to assist in completing Jobs, or the manner in which Service Professional completes the Jobs. WeFix will not and has no right to, under any circumstances, inspect Service Professional’s work for quality purposes. Those provisions of the Agreement reserving ultimate authority in WeFix have been inserted solely to achieve compliance with federal, state, or local laws, regulations, and interpretations thereof.
Where approved in advance by the Service Requester, and except as otherwise provided in this Agreement, Service Professional is not obligated to personally perform the Services. Service Professional shall furnish at his/her own discretion, selection, and expense any and all assistants, helpers, subcontractors or other personnel the Service Professional deems necessary and appropriate to complete the Services. Service Professional shall be solely responsible for the direction and control of any such personnel.
Service Professional agrees that any assistants, helpers, subcontractors or other personnel used shall maintain a professional appearance consistent with industry standards while performing Services.
Service Professional assumes full and sole responsibility for the payment of all compensation, benefits and expenses of helpers, assistants, subcontractors and/or other personnel, if any, and for all required state and federal income tax withholdings, unemployment insurance, and social security taxes as to Service Professional and all persons engaged by Service Professional in the performance of the Services.
3. SERVICE FEES
3.1 Service Fees
Service Requester shall pay for completed Jobs through the WeFix Platform at the rates quoted by WeFix at the time the Job is posted on the Platform, which shall be based on the stated parameters of the Job (the "Job Rate"). Each Job made available to Service Professional on the Platform shall set forth the Timeframe, Estimated Work Time, details about the Service requested, the Job Rate, and the estimated Service Fee the Service Professional shall be entitled to upon completion of the Job, in accordance with Schedule 2 hereto, as modified from time to time. The difference between the Job Rate and Service Fee shall be the fee owed to WeFix for referring the Job and facilitating the payment from Service Requester to Service Professional ("Booking Fee"). There shall be 20% charge for every Service Fee.
Modifications to Schedule 2 will be effective upon written notification to Service Professional and will supersede any and all prior versions. By accepting this Agreement, Service Professional authorizes WeFix to withhold WeFix's Booking Fee from the payment made to the Service Professional for each Job.
3.2 Service Fee Negotiation
If a Job booked by Service Professional requires more time to complete than the Estimated Work Time, Service Requester and Service Professional may, prior to Service Professional providing any Services above and beyond the Estimated Work Time, negotiate an increase in Service Fees based on the estimated additional time needed to complete the Job. Upon agreement to an increase in Service Fees, Service Professional and Service Requester shall notify WeFix. WeFix shall have no involvement in negotiating any increase in the Service Fees
3.3 Service Fee Payment
When a Job is complete, Service Professional will submit to the Service Requester and WeFix confirmation that the Job is complete. WeFix shall then remit payment for each Job, less WeFix’s booking fee, within seven (7) business days. WeFix’s failure to remit payment within seven (7) business days shall constitute a material breach of this Agreement. If applicable, WeFix will report the payments paid to Service Professional under this Agreement by filing the appropriate Form 1099 with the Internal Revenue Service as required by law.
3.4 WeFix Apparel or Identification
For security reasons, and to ensure Service Requester can confirm Service Professional’s identity, WeFix may provide to Service Professional apparel, badge or some other form of identification. Service Professional will have no obligation to wear or display the apparel, badge or other form of identification except insofar as necessary to confirm the identity of the Service Professional to the Service Requester.
3.5 Use of Voice, Image and Likeness
Service Professional gives WeFix permission to use any and all of Service Professional’s voice, image and likeness, with or without using Service Professional’s name, in connection with the products and/or services of WeFix, for the purposes of advertising and promoting such products and/or services and/or WeFix, for the purposes of identifying Service Professional to Service Requester, and/or for other purposes deemed appropriate by the WeFix in its reasonable discretion, except to the extent expressly prohibited by law.
4. RELATIONSHIP OF THE PARTIES
Service Professional is an independent contractor and has not been engaged by WeFix to perform services on WeFix’s behalf. Rather, Service Professional has entered into this Agreement for the purpose of obtaining referrals to third parties in exchange for which it pays WeFix a fee, as described herein. This Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between Service Professional and WeFix or any Service Requester for any purpose. Service Professional has no authority (and shall not hold himself or herself out as having authority) to bind WeFix, and Service Professional shall not make any agreements or representations on WeFix’s behalf without WeFix’s prior written consent. Service Professional understands that Service Professional will not be eligible to participate in any benefit plans offered to WeFix’s employees, including, but not limited to, vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by WeFix to its employees.
5. REPRESENTATIONS AND WARRANTIES
Service Professional represents and warrants to WeFix that: (a) Service Professional has the legal right to provide the Services that are contemplated by this Agreement in Nigeria; (b) Service Professional is fully-licensed (to the extent required by applicable law) and authorized to provide the Services contemplated by this Agreement within the jurisdiction in which Service Professional intends to offer said Services, and has the required skill, experience, and qualifications to perform the Services; (c) Service Professional shall perform the Services in a professional and diligent manner in accordance with best industry standards for similar services, including the completion of all Jobs referred to Service Professional that he/she opts to book through the Platform; and (d) Service Professional shall perform the Services in accordance with all applicable laws, rules and regulations. Service Professional acknowledges that his/her failure to comply with the foregoing shall constitute a material breach of this Agreement.
Service Professional shall defend, indemnify and hold harmless WeFix and its affiliates and their officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from: (a) bodily injury, death of any person, theft or damage to real or tangible, personal property resulting from Service Professional's acts or omissions; and (b) Service Professional's breach of any representation, warranty, or obligation under this Agreement.
The Services that Service Professional provides pursuant this Agreement are fully and entirely Service Professional's responsibility. WeFix is not responsible or liable for the actions or inactions of a Service Requester or other third party in relation to the Services provided by Service Professional. Service Professional understands, therefore, that by using the WeFix Platform, Service Professional may be introduced to third parties that may be potentially dangerous, and that Service Professional uses the WeFix Platform at his/her own risk.
7. TERM; TERMINATION
This Agreement shall be effective as of the date it is executed by Service Professional and service Professional understands that WeFix may temporarily deactivate Service Professional's profile on Platform in the event that Service Professional is inactive on the Platform for a period that exceeds the time period set forth on Schedule 2 hereto, as modified from time to time. In such circumstances, WeFix shall reactivate Service Professional's profile upon request from Service Professional.
The parties acknowledge that the term of this Agreement does not reflect an uninterrupted service arrangement, as this Agreement guarantees Service Professional the right to choose when to make himself or herself available and each Job referred and accepted is treated as a separate service arrangement.
(a) WeFix and Service Professional may terminate this Agreement, effective immediately upon written notice to the other party, in the event that other party materially breaches this Agreement. A material breach shall include, but not be limited to, the acts or omissions expressly defined as constituting a material breach herein, WeFix’s failure to timely remit Service Fees as described herein, Service Professional’s failure to complete a Job he or she has booked on the platform or if a Service Professional cancels or reschedules two (2) or more Jobs he or she has booked on less than 2 hours’ notice prior to the applicable Job start time within any twenty-eight (28) day period.
In the event there is a dispute whether WeFix or Service materially breached the agreement, and it cannot be resolved by informal negotiations, the parties agree to submit any such dispute to final and binding arbitration as described in paragraph 12.2, below. In the event of such disputes, WeFix shall bear all the Arbitrator’s fees and costs.
(b) In addition to the foregoing, WeFix and Service Professional may terminate the Agreement for any reason upon fifteen (15) days’ written notice.
7.3 Service Professional's Obligations Upon Termination
Upon termination of this Agreement for any reason, Service Professional shall:
(a) complete any outstanding Jobs Service Professional has booked (the "Outstanding Jobs");
(b) within ten (10) days after the effective date of the termination, or as otherwise agreed in writing, return any WeFix property in Service Professional’s possession.
7.4 WeFix's Obligations Upon Termination
Upon termination of this Agreement:
(a) if the termination is effected by WeFix, WeFix shall immediately pay to Service Professional any outstanding earned Service Fees; or
(b) if the termination is effected by Service Professional, WeFix shall pay to Service Professional any outstanding earned Service Fees within seven (7) business days. In either event, WeFix shall pay Service Fees for any Outstanding Jobs as soon as practicable after Service Professional has completed the Outstanding Jobs.
8. OTHER BUSINESS ACTIVITIES
Service Professional may be engaged or employed in any other business, trade, profession, or other activity, including providing Services to customers booked through means other than the WeFix Platform, including other web-based platforms. However, Service Professional shall not affirmatively solicit Service Requesters originally referred through the WeFix Platform to book jobs through any means other than the WeFix Platform.
9. SERVICE REQUESTER PRIVACY
Service Professional understands that in performing the Services, he or she will receive certain private and/or confidential information regarding the Service Requesters and will have access to their homes and personal belongings. Except upon order of government authority (e.g., Court, administrative agency) having jurisdiction, or upon written consent by the Service Requester, Service Professional agrees that he or she shall not publish, disseminate or disclose, for his or her own benefit or the benefit of any third party, any confidential information regarding the Service Requesters, including addresses, telephone numbers and/or financial information. Service Professional further agrees not to engage in any activity which violates the privacy of any Service Requester, including, but not limited to, taking unauthorized photographs or making unauthorized audio or video recordings of a Service Requester or his or her homes or personal belongings, or publishing, disseminating or disclosing any such photographs or recordings. Service Professional acknowledges that his/her failure to comply with the foregoing shall constitute a material breach of this Agreement.