PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE SIGNING THIS AGREEMENT.

IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, WE DO NOT LICENSE THE GIGABLE APPLICATION  (“THE APP”)  TO YOU AND YOU MUST DELETE THE APP FROM YOUR DEVICE. YOU MAY NOT ACCESS AND/OR USE THE GIGABLE PLATFORM OR ACCEPT THESE TERMS OF SERVICE IF YOU ARE NOT AT LEAST 18 YEARS OF AGE.

No contract shall subsist between Gigable Ltd and the Gig Owner until you accept these terms of service.

These terms contain important information about your legal rights, remedies and obligations. By accessing the Gigable Platform, you agree to comply with and be bound by these TERMS OF SERVICE.

Gigable is a marketplace platform designed to create a trusted community of independent contractors (“Freelancers”) and businesses (“Gig Owners”) who can contract with each other for short-term work engagements, or “Gigs”.  As we explain in further detail in these terms, Gigable is not a staffing agency, human resources agency or recruiter and we do not provide services for the purpose of finding (or seeking to find) employment for any person. The Gigable marketplace and its trusted community is designed solely around the facilitation of Gigs between independent parties, and should not be used for any other purposes.

Please see in particular important terms set out in Clause 5 (Gig Owners, Freelancers and the Gigable Platform/Features), Clause 12 (Administration Fees, Cancellation Fees, Management Fees and Payment Processing), Clause 13 (Status of Gig Owners and Freelancers) and Clause 18 (Liability).

These terms also tell you who we are, how we will provide our features to you, how a contract comes into existence between us, sets out the parameters of our facilitating our features and other important information. ‍

1. Introduction‍

●        We are Gigable Ltd, a registered company in England and Wales with company number Company number 12400320 and a registered address of Gigable Ltd, Belmont Business Park, Bede House, Durham DH1 1TW, United Kingdom (“Gigable”, “our”, “us” and “we”).

●        These Terms of Service (“Terms“) constitute a legally binding agreement between you (as a “User” of the Gigable Platform and/or Offering as such terms are defined below) and Gigable governing access to:

1. the Gigable app (the “App“);
2. the Gigable website located at https://gigable.com (the “Website“); and
3. all associated text, graphics, images, audio, video, information and other materials available through the Website or App,

(Collectively referred to as the “Gigable Platform“).

●        These Terms are entered into by and between you (a User) and Gigable and govern the terms of how the Gigable Platform operates and other features on the Gigable Platform (the “Offering“).

●        These Terms should be read in conjunction with our Privacy Statement, Terms of Use and our Cookies Policy. In the event of any discrepancy between the Privacy Statement, Terms of Use or Cookies Policy and these Terms, these Terms shall take precedence as to the subject matter in question.

●        Gigable provides the Gigable Platform for Users who wish to use the Gigable Platform to join the Gigable trusted community and connect with other Users in relation to potential short-term projects (“Gigs“).  A User may be a “Gig Owner” (i.e. someone who advertises a Gig) or a “Freelancer” (i.e. someone who uses the Gigable Platform to secure a Gig).  In each case the User shall be responsible for negotiating, agreeing and contracting for the Gig.  For clarification, neither Freelancers nor Gig Owners are under any obligation to accept or confirm any Gig and, subject to these terms, any acceptances or agreements to perform Gigs shall entirely be at the discretion and option the Users.

●        The Gigable Platform is not intended for individual consumers, and Users must be acting in the capacity of a business, profession or trade.  By entering into this agreement you warrant that this is the case.

●        You can contact us by sending an email to support@gigable.com. When we contact a User, we will only use the contact details that the User has provided to us.

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2. Contract Formation‍

●        In order to enjoy the Offering provided via the Gigable Platform, you must read and accept these Terms.

●        If you are accessing and using the Gigable Platform or Offering on someone else’s behalf, you agree to be bound to these Terms and to accept liability for harm caused by any wrongful use of the Gigable Platform resulting from such access or use. In such a scenario, the words “you” and “your” when used in these Terms will apply to the person on whose behalf you are acting as well as you as an individual as appropriate.

●        If you are using the Gigable Platform or Offering on behalf of a corporate entity or organisation, then you agree to these Terms on behalf of that corporate entity or organisation and its affiliates and you represent that you have the authority to do so. In such a scenario, the words “you” and “your” when used in these Terms will apply to your organisation and its affiliates as well as you as an individual as appropriate.

●        We may modify these Terms from time to time to reflect changes in market conditions affecting our business, changes in our business, changes in payment methods, changes in technology, changes in relevant laws and regulatory requirements and changes in our system. If we do so we may notify you by email to the email address you have provided us with, via notifications in the App or updates posted to the Website, however we are not obliged to, and such modification shall be effective upon our posting of the revised Terms on the Website and/or App.  You agree to be bound by any changes to these Terms when you use the Gigable Platform after any such modification is posted on the Website and/or App.  It is therefore important that you review these Terms regularly to ensure you are updated as to any changes.

●        These Terms apply to the supply of the Gigable Platform and Offering by us to you. They apply to the exclusion of other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

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3. Provision of the Features to Gig Owners‍

The following sets out the key steps involved in a Gig Owner posting a Gig via the Gigable Platform:

●        In order to post your first Gig, the Gig Owner must complete an onboarding call with a Gigable Account Manager.

●        To post a Gig, a Gig Owner must complete and provide the key details required for the Gig via the App in the Gig Form section of the App dashboard. All required details must be provided before a Gig can be posted and must comply with the Acceptable Use Restrictions set out in Clause 4 of the Terms of Use.

●        In particular, Gig Owners must specify the details of the compensation to be paid by Gig Owners to Freelancers on successful completion of the Gig (“Gig Compensation“).

●        After all the key details have been provided, the Gig Owner can then publish the Gig to the “Gig Listings” portal. The Gig will then be made accessible to Freelancers via the Gig Listings portal and interested Freelancers will be able to submit a bid to accept the Gig via the Gigable mobile app while the Gig is available. Gig Owners may update details of their posted Gigs provided a Freelancer has not already accepted the Gig. Only Gig Owners can message applicant Freelancers while the Gig is available for bids. After a Gig Owner has selected a Freelancer, the Freelancer will be able to message the Gig Owner about a Gig. The Gig Owner has the ability to amend the Gig details before, not after, sending to the Freelancer for confirmation.

●        Promotions – the Gig Owner agrees to allow Gigable to promote their Gigs on their behalf in order to ensure adequate choice of Freelancers applying to the Gig.

●        Gig Owners are free to accept, decline or ignore Freelancers making bids in relation to a Gig Owner’s Gig. The Gig Owner may determine how long the tendering process lasts for any particular Gig. Although, as per Clause 13, Gigable only facilitates the posting of Gigs by Gig Owners and the bidding and acceptance for Gigs by Freelancers, in order to establish a trusted community where Users can have confidence that Gigs will be successfully completed, Gigable always recommends that Gig Owners specifically considers and confirms the following before accepting a bid:

1. the location of a Gig;
2. the date range for a Gig;
3. the hours required for a Gig;
4. the type of work involved with a Gig;
5. any experience, training, qualifications that are necessary for a Gig;
6. any expenses payable by a Freelancer;
7. the rating & reviews of a Freelancer;
8. the details of the Gig Compensation being offered for a Gig;
9. the Freelancer’s eligibility and right to work as an independent contractor
10. the Freelancer’s availability for a Gig.

●        Further, while Gigable may, as part of the Offering and to help maintain standards within the Gigable community, facilitate the sharing of relevant information between Users in relation to Gigs and Freelancers, Gigable does not warrant or confirm the accuracy or completeness of any such information and the Gig Owner is at all times solely responsible for ensuring that if any particular qualifications are required for a Gig or for a particular Freelancer to undertake a Gig, it ascertains whether the Freelancer(s) bidding for the Gig have the requisite qualifications, whether the Freelancer is suitable and competent for the task, and whether the Freelancer is able legally to perform the Gig.

●        Once a Gig Owner accepts a bid, the relevant Freelancer will receive an in-App notification advising them that their bid has been successful and they have secured the Gig.

Auto Placement / Instant Accept Features

●        The Gig Owner agrees to accept an applicant Freelancer to their Gig, or to cancel a posted Gig, no later than 48 hours before the intended start time.

●        The Gig Owner agrees that, for any Gig with available Freelancer applicants that has not been cancelled or accepted within 48 hours of the start time, Gigable will initiate the ‘Auto Placement’ feature, whereby an available Freelancer who applied for the Gig may be automatically accepted for the open Gig on behalf of the Gig Owner.

●        The Gig Owner further agrees that for any Gig with a required start time of less than or equal to 48 hours in the future, the Gig may be subject to the ‘Instant Accept’ feature, whereby an available Freelancer to apply for the Gig between 48 hours prior to the start time and up to 1 hour after the Gig start time, will be automatically accepted on behalf of the Gig Owner.

●        The Auto Placement and Instant Accept features are designed to help the facilitation of Gigs where the Gig Owner may be unable to access the platform to accept a Freelancer due to other commitments. In both features Gigable will endeavour to ensure that Freelancers who are accepted for the Gig will have provided profile information that match the Gig requirements as set out by the Gig Owner, and as indicated by the Freelancer’s own application.

●        Gigable will, in some cases, also provide a means to Gig Owners to specify groups or lists of Freelancers who may or may not be accepted for Gigs, but this is not necessarily to the exclusion of other Freelancers who may apply and be accepted.

●        In some cases, Gigable may also provide the ability for Gig Owners to opt out of these features.

●        The Gig Owner agrees to continue, as advertised, with any Gig that has been subject to Auto Placement or Instant Acceptance, and agrees to make full payment of the Gig Compensation to the Freelancer, and fees owed to Gigable, should the gig be successfully completed by the Freelancer.

●        The Gig Owner agrees that cancelling a gig with a Freelancer that has been accepted via the Auto Placement or Instant Accept features will incur cancellation fees payable to the Freelancer and to Gigable as normal and as laid out in these terms.

●        The Gig Owner agrees that a Gig that has been accepted via the Auto Placement or Instant Accept features must take place as advertised, and that no variance in the details of the Gig, including the duration, may occur without the explicit agreement of the Freelancer. Should the Gig Owner decide to end a Gig early, and the Freelancer agrees, the minimum owed to the Freelancer is £45 and to Gigable £15, per the 24 hour or less cancellation fee, or the amount owed for work completed on the Gig, whichever is the greater.

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Payment

●        After a Gig has been completed, the Freelancer will confirm the conclusion of the Gig on the App and will be directed to press the “Request Payment” button. This constitutes the logging by the Freelancer with the Gig Owner of their record of the work completed and due to be paid for. Once a Gig has been marked as being complete, a Gig Owner will be prompted to pay the agreed Gig Compensation to the Freelancer via the Gigable Platform utilising one of the payment systems offered by Gigable only, and Gigable will charge the applicable fee (further detailed in Clause 12).

●        All payment of Gig Compensation must be effected as soon as possible after the Gig has been completed and, in any event, within 72 hours after the applicable Gig completion time (with any delay subjecting Gig Owners to possible suspension from the Gigable platform as further detailed in Clause 6). All payment of Gig Compensation must be made via the Gigable platform and any payment of Gig Compensation made outside of the App will constitute a breach of these Terms (as further detailed in Clause 12).

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Auto Payment Feature

●        If a Gig is not paid within 5 days of the Gig end time, Gigable reserve the right to initiate the ‘Auto Payment’ feature, whereby the Gig Owner agrees to pay the full amount owed as logged by the Freelancer upon marking the Gig as complete. If Auto Payment is triggered – all funds received under Auto Payment will be held by Gigable for a period of 7 days before payment is transferred to the Freelancer. Any disputed payment must be logged with Gigable during this time period, and no claims will be accepted outside of this period. Gigable will use all available means of communication with the Gig Owner to ensure that the initiation of Auto Payment is duly notified to the Gig Owner.

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Cancellation Fees

●        If a Gig Owner wishes to cancel a Gig after the Gig has been confirmed with the Freelancer, the Gig Owner must use the “Cancel a Gig” option provided in the App and pay Cancellation fees to the Freelancer and Gigable as follows. If the Gig Owner cancels a confirmed Gig within 24 hours of the agreed start time and any time after the agreed start time, the Gig Owner will automatically pay, via the Gigable payment systems, £45 to the Freelancer and £15 to Gigable.

●        Gig Owners may dispute cancellation fees by way of contacting Gigable support. There is no obligation on Gigable to refund cancellation fees.

●        Gig Owners have the option to report a Freelancer for not showing up to a Gig, in which case no cancellation fees will be incurred. All reports of Freelancers not showing up will be investigated by Gigable. Repeated reporting of no-shows by a Gig Owner, and/or if disputed by Freelancers, may lead to the suspension of the Gig Owner’s account.

●        If it is confirmed that a Freelancer does not show up for a Gig without cancelling in advance in line with the acceptable cancellation terms (see further below), the Freelancer may be suspended from using the App.

●        If a Gig is not marked as complete by the Freelancer, or cancelled by the Gig Owner, within 5 days of the Gig End Time, Gigable reserve the right to automatically mark the gig as Cancelled and charge the cancellation fees as owed to Gigable only per the cancellations within 24 hours clause above.

Auto Re-fulfilment Feature

●        If a Freelancer cancels an accepted Gig within 48 hours of the confirmed start time, Gigable will activate the ‘Auto Re-fulfilment’ feature by sending push notifications to active Freelancers who may or may not have already applied to the Gig. The first Freelancer to accept the Gig will be automatically confirmed for the Gig on behalf of the Gig Owner to ensure a fast re-fulfilment and conduct of the Gig as planned.

●        As per the Auto Accept and Instant Accept features, Gigable will endeavour to ensure that the accepted Freelancer has provided profile information that match the requirements as set out by the Gig Owner on the Gig. This does not necessarily exclude applications or potential acceptance of any Freelancer who applies for the Gig.

4. Use by Freelancers‍

The following sets out the key steps involved in a Freelancer making a bid on, and accepting, a Gig posted via the Gigable Platform by a Gig Owner:

●        In order to accept a Gig, a Freelancer must set up and complete their profile and provide the key details required via the App in the “Freelancer Profile” section of the App dashboard (as further detailed in Clause 7).

●        The Freelancer, having completed their profile, is then free to make bids on any Gigs posted via the App in the Gig Listings section of the App dashboard. Only Gig Owners can message applicant Freelancers while the Gig is available for bids. After a Gig Owner has selected a Freelancer, the Freelancer will be able to message the Gig Owner about a Gig.

●        Although, as per Clause 13, Gigable only facilitates the posting of Gigs by Gig Owners and the bidding and acceptance for Gigs by Freelancers, in order to establish a trusted community where Users can have confidence that Gigs will be successfully completed, Gigable always recommends that Freelancers confirm the following before making a bid:

1. the location of a Gig;
2. the date range for a Gig;
3. the hours required for a Gig;
4. the type of work involved with a Gig;
5. any experience, training, qualifications that are necessary for a Gig;
6. any expenses payable by a Freelancer;
7. the ratings & reviews of a Gig Owner;
8. the details of the Gig Compensation being offered for a Gig;
9. their eligibility and right to work as an independent contractor on the Gig, and;
10. their availability for a Gig.

·         ‍In addition to the obligations within Clause 15, the Freelancer is responsible for ascertaining whether certain qualifications are required by the Gig Owner for a particular Gig. If so, the Freelancer must satisfy itself that it has those qualifications if it intends to bid for the Gig and the Freelancer must consider whether he/she is able legally to perform the Gig. The Gig Owner may ask for evidence that the Freelancer satisfies the requirement.  While Gigable may, as part of the Offering and to help maintain standards within the Gigable community, facilitate the sharing of relevant information between Users in relation to Gigs and Freelancers, Gigable does not warrant or confirm the accuracy or completeness of any such information and this remains the responsibility of the Gig Owner and Freelancer.

●        After a Freelancer has made a bid on a Gig, Gig Owners are then free to accept, decline or ignore. The Gig Owner may determine how long the tendering process lasts for any particular Gig and is not under any obligation to accept any Freelancer’s bid unless the Gig has not been cancelled within the 48-hour time period prior to the Gig start time and Auto Placement has been triggered.

●        Once a Gig Owner accepts a Freelancer’s bid, the Freelancer will receive an in-App notification advising them that their bid has been successful.

●        Upon confirmation of a Gig application, all Freelancers commit to attending and working, exclusively for the Gig Owner for the entire duration of the specified Gig and shall not engage in any other work of any type with another platform, company or business for the duration of the Gig.  To do so represents a breach of the Gig agreement.  Should a Freelancer engage in such activity, it may lead to a suspension and/or permanent removal from the Gigable Platform at the discretion of Gigable. The Freelancer will be provided the opportunity to dispute any suspension or removal from the Gigable Platform should they wish to do so, however the final decision shall rest with Gigable Ltd.  For the avoidance of doubt there shall be no ongoing obligation in this respect after the Completion of any Gig and no obligation to apply for or to attend any further Gig for any Gig Owner.

●        After a Gig has been completed, the Freelancer will mark the Gig as complete, sending a record to the Gig Owner of the work completed.

●        Once a Gig has been verified as being complete, a Gig Owner will be prompted to complete the Gig process by paying the agreed Gig Compensation to the Freelancer via the Gigable Platform secure payments platform and Gigable will charge the Transaction Fees.

●        All payment of Gig Compensation must be done via the App and any payment of Gig Compensation done outside of the App will constitute a breach of these Terms (as further detailed in Clause 12).

●        If a Freelancer wishes to cancel their application for a Confirmed Gig, such cancellation must be made within the Gigable Application. Should the Gig in question begin within a period of less than 24 hours of the attempted cancellation, the Freelancer must make every effort to cancel as early as possible and in some cases should inform the Gig Owner or the Gigable support team to ensure that notification of the cancellation is received by the Gig Owner[EM1] .

●        Cancellations by Freelancers within 24 hours of the Gig Start time may reflect negatively on the Freelancer’s profile and rating, and could affect their ability to be accepted, by Gig Owners, or as part of Auto Accept and Instant Accept features, to future Gigs.

●        If a Freelancer repeatedly cancels a confirmed Gig within 24 hours of the Gig start time, or does not show up to the Gig, he or she may be suspended from using the App indefinitely.

●        If a Freelancer’s confirmed Gig is cancelled by a Gig Owner a cancellation fee may be payable to the Freelancer, depending on the circumstances of the cancellation and the time window within which it occurs. Gigable does not guarantee the payment of any cancellation fees to Freelancers and is not liable for any failure to make any such payment. Please reference the cancellation table in section 3 above for further details of the potential cancellation fees.

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5. Gig Owners, Freelancers and the Gigable Platform‍

You acknowledge that Gigable merely provides and makes available the Gigable Platform and Offering as a marketplace to create a trusted community of independent contractors and businesses who can contract directly with each other for short-term work engagements. Gigable is not responsible for introducing Gig Owners to Freelancers, finding or securing Gigs for Freelancers, or finding or securing Freelancers for Gig Owners. Gigable is not an employment agency nor is it an employment business. Gigable does not provide information about job vacancies or employment opportunities, it solely provides the Gigable Platform and Offering. Through the Gigable Platform and Offering, Freelancers may be notified of Gig Owners that may be seeking the Offering they offer, and Gig Owners may be notified of Freelancers that may offer the Offering they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Gig, Gig Owner or Freelancer on their own. If Users decide to enter into a contract, the contract is directly between the Users and Gigable is not a party to that contract.

Save in the limited respects expressly set out in these Terms Gigable shall not at any time act as an agent of a Gig Owner or a Freelancer.  For the avoidance of doubt Gigable shall not have any right or power whatsoever to contract on behalf of a Gig Owner or Freelancer or bind a Gig Owner or Freelancer in any way in relation to each other or in relation to any third parties unless specifically authorised to do so in these Terms or otherwise and does not hold itself out as having any such authority.

In particular, but without limitation, Gigable is not an agent of the Freelancer independent contractor but may communicate with Gig Owners on behalf of Freelancers from time to time, including in the resolution of payments disputes. Nothing in this process is deemed to make Gigable a legitimate arbiter in any potential legal matter, and is purely intended as a communication assistance to the Gig Owner and Freelancer.

6. Your Use of the Gigable Platform‍

●        Your use of the Gigable Platform and Offering is governed by these Terms. We may at our absolute discretion refuse you access to the Gigable Platform and/or cancel your registration or terminate your Account without prior notice for any reason (including any non-adherence or breach of these Terms) and you shall not be entitled to any compensation in respect of any cancellation of your registration or termination of your Account.

●        You agree to use the Gigable Platform and Offering only for lawful purposes and in a manner which does not infringe the rights of anyone else or restrict or inhibit anyone else’s use and enjoyment of the Gigable Platform or Services.

●        You must be 18 years of age or over to use the Gigable Platform or Offering.

●        Use of the Gigable Platform requires a connection to the internet and appropriate telecommunication infrastructure. We are not liable for any costs you may incur from use of such.

●        You agree to act in a responsible and legal manner when using the Gigable Platform or availing of the Offering. You shall comply with all applicable laws, regulations and rules and undertake not to use the Gigable Platform or Offering for any unlawful purpose, for the commission of any offence or crime under the laws of any jurisdiction to which access is obtained through the Gigable Platform or Offering or in a manner which is likely to cause harm, offense or nuisance to any other User.

●        Gigable only provides the Gigable Platform to you in accordance with these Terms and we grant you a non-exclusive, non-transferable, non-sublicensable licence to use the Gigable Platform in connection with the Offering (the “Licence“).

●        You shall not access, store, distribute or transmit a piece of code which is capable of copying itself and typically has a detrimental effect, such as corrupting the system or destroying data (“viruses“), or any material during the course of your use of the Gigable Platform or Offering that:

1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2. facilitates illegal activity;
3. depicts sexually explicit images;
4. promotes unlawful violence;
5. is discriminatory based on race, gender, religion, nationality, disability, sexual orientation, civil status, membership of the travelling community or age; or
6. in a manner that is otherwise illegal or causes damage or injury to any person or property.

●        We reserve the right, without liability or prejudice to our other rights to you, to disable your access to any material that breaches the provisions of Clause 7.

●        All Users have the ability in the App to bring to the attention of Gigable any Gigs submitted by other Users on the Gigable Platform that they suspect to breach the provisions of these Terms (the “Report Gig” function). When using the Report Gig Users must explain why they feel the Gig in question breaches these Terms and should be flagged as inappropriate. All Gigs identified using the Report Gig will be reviewed by Gigable for final determination before being deleted from the Gigable Platform (in accordance with clause 12) and any associated Gig Owners may have their access to the Gigable Platform disabled (in accordance with Clause 6.8). Users may also report any material for suspected breach of these Terms by email to abuse@gigable.com.

●        All Users have the ability to disable the receipt of messages via the App’s chat function from any another User (the “Block Function“) on the Gigable Platform. Users may utilise the Block Function according to their own discretion but use of the Block Function will have no effect as to any Gig Compensation being due.

●        We reserve the right to investigate and take appropriate legal action against anyone who, in our opinion, violates these Terms, including reporting you to appropriate law enforcement authorities.

●        We reserve the right to remove or suspend any material posted on the Gigable Platform which is, in our sole opinion, in breach of these Terms, or which we suspect to be in breach of these Terms at our absolute discretion. We shall be entitled to terminate your Account or use for breach of these Terms.

●        Save as expressly set out in these Terms or as otherwise permitted by law, you may not make any communication, display or performance to the public of the Gigable Platform or otherwise disseminate, sell, give away, hire, lease, offer or expose for sale or distribute the Gigable Platform in any way.

●        You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Offering and/or the Gigable Platform and, in the event of any such unauthorised access or use, promptly notify Gigable.

●        Gigable warrants that it shall provide the Offering using reasonable skill and care. Save as expressly otherwise set out herein, the Gigable Platform and the Offering are provided “as is” and Gigable hereby disclaims all warranties, either express or implied, including implied warranties/conditions of accuracy, merchantability and fitness for a particular purpose or any other warranties or conditions implied by applicable law, with respect to the content and the Offering. We do not warrant or undertake that the Gigable Platform, Offering or any other materials provided pursuant to these Terms will meet your requirements or that they or their access or use will be uninterrupted, free from viruses, bugs or errors or completely secure. The risk as to the fitness for purpose of the Gigable Platform, Offering or any other materials provided by Gigable is with you, including for accuracy or quality of any information transmitted, received or otherwise delivered via the Offering.

●        All information provided to you through the Gigable Platform is provided only as of the date published and may be superseded by subsequent events or for other reasons.

●        Information provided through the Gigable Platform is subject to change. We may amend, update, suspend or delete any information in the Gigable Platform without notice at any time and at our sole discretion.

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7. Gigable Account‍

●        In order to use the Offering, you must register a Gigable User account with us (an “Account”). You agree to provide true and accurate information and to notify us in the event of any unauthorised access to your Account or any changes to your Account information. It is a breach of these Terms to provide inaccurate or false information and if you fail to comply with this Clause 7, we may, at our sole discretion, take whatever action we deem appropriate, including suspension of your Account.

●        Limited access to certain features may be available to non-registered users but such access is still subject to these Terms.

●        In order to keep you up to date with your Account and Gigs, as part of the Offering you will receive communications, including emails, text messages, push notifications (where you have turned this feature on in the App), mails and telephone calls, that are related to the Gigable Platform or the Offering.  Unless you have opted out of receiving such communications, Gigable may also contact Freelancers and/or Gig Owners directly on behalf of Gig Owners and/or Freelancers.  We will always do this in accordance with our Privacy Statement.

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8. Usernames and Passwords

When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorised to use your Account. You authorise Gigable to assume that any person using the Gigable Platform and/or any Gigable Offering with your username and password, either is you or is authorised to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorised use of your Account or any unauthorised access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Gigable Platform or any Gigable Offering if (a) you are not authorised to use either or (b) the use would violate these Terms.

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9. Ratings and Review‍

●        Within a certain timeframe after completing a Gig, Freelancers and Gig Owners may submit a star rating (“Rating”) about each other. Ratings reflect the opinions of individual Users and do not reflect the opinion of Gigable. Ratings and Reviews are not verified by Gigable for accuracy and Gigable is not responsible for any Reviews or Ratings that may be incorrect or misleading.

●        Users are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about another User.

●        Ratings are part of a User’s profile and may also appear elsewhere throughout the Gigable Platform or Gigable Offering, together with other relevant information such as number of Gig bookings, number of Gig cancellations, average response time and other information.

●        Ratings are published instantly, without moderation. Gigable consider Ratings as user-generated content, which means that the User who submitted the Rating owns it, is solely responsible for it and is the only party who can edit or delete it.

●        If a Freelancer cancels a confirmed Gig within 24 hours of the Gig’s agreed start time, the Freelancer will be subject to an automatic zero-star rating. This rating may be appealed at the discretion of Gigable (both as to the right to appeal and whether the rating will be posted or deleted).

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10. Disputes Among Users‍

For disputes arising between Gig Owners and Freelancers, you agree to abide by the support process that is explained on the Gigable support page. If the support process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Gigable will not and is not obligated to provide any dispute assistance beyond what is outlined on the Gigable support page.

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11. Confidential Information‍

●        Pursuant to these Terms, Gigable and Users may be given information which is expressly marked as confidential or which is manifestly of a confidential nature (“Confidential Information“). A party’s Confidential Information shall not be deemed to include information that:

1. is or becomes publicly known other than through any act or omission of the receiving party;
2. was in the other party’s lawful possession before the disclosure;
3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
4. is independently developed by the receiving party, which independent development can be shown by written evidence.

●        Either Gigable or a User may disclose Confidential Information of the other party to the extent required by law, by any court of competent jurisdiction or by any regulatory or administrative body, provided that the disclosing party shall:

1. to the extent permitted, inform the other party prior to making such disclosure;
2. if requested by the other party, provide all reasonable assistance to the other party in opposing any such disclosure; and
3. disclose only such information as strictly required by such law, court or regulatory or administrative body as applicable.

●        Gigable, the Gig Owner and the Freelancer shall hold each of Gigable’s, the Gig Owner’s and the Freelancer’s Confidential Information in confidence and, unless required by law, not make Gigable’s, the Gig Owner’s or the Freelancer’s Confidential Information available to any third party or use Gigable’s, the Gig Owner’s or the Freelancer’s Confidential Information for any purpose other than the implementation of these Terms.

●        Each of Gigable, the Gig Owner and the Freelancer shall take all reasonable steps to ensure that Gigable’s, the Gig Owner’s and the Freelancer’s Confidential Information to which it has access is not disclosed or distributed in breach of these Terms.

●        Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

●        Gig Owners and Freelancers have responsibility to ensure their own compliance with the General Data Protection Regulation (EU) 2016/679, as transposed into United Kingdom national law by operation of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019,  the Data Protection Act 2018 (and any legislation that updates, amends or replaces the Data Protection Act 2018), the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all applicable laws and regulations relating to data protection or the processing of personal data in force from time to time in the United Kingdom, including, where applicable, the guidance and codes of practice issued by the Information Commissioner’s Office and, to the extent required, other supervisory authorities. Users can read more about Gigable’s data protection practices and data processing activities in our Privacy Statement.

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12. Transaction Fees, Gig Cancellation Fees and Payment Processing‍

·         As a marketplace Gigable is not a party to any contract between Gig Owners and Freelancers and is not responsible for payments of Gig Compensation.  While as part of the Offering it facilitates payment of these sums, Gigable bears no liability in relation to the payment of these sums.

·         Gigable may on occasion offer additional discretionary incentive payments to Users through promotions or otherwise.  Such payments are offered at Gigable’s discretion, can be varied or withdrawn at any time, shall be paid at a time to be determined at Gigable’s absolute discretion and the payment of any such sums does not confer any obligation to make any further offer of any similar payment.

●        Gigable will charge fees to Gig Owners and/or Freelancers (collectively, “Transaction Fees” which are subject to VAT) in consideration for the use of (or, in Scotland, as a condition of using) the Gigable Platform and Offering. Gig Owners may pay Gig Cancellation Fees. For the avoidance of doubt Freelancers are only required to pay Transaction Fees. The rate of Transaction Fees that applies to Gig Owners is stipulated within this agreement. Gigable reserve the right to vary their charges from time to time and will take all reasonable steps to duly inform all Users.  

●        Transaction Fees will be determined prior to transfer of the final total payment for a Gig from a Gig Owner to a Freelancer. Both Gig Owners and Freelancers will be informed via the Gigable Platform.

●        The Gigable platform produces a paid PDF invoice copy on behalf of all Gig Owners and Freelancers after a gig has been paid. This invoice will show the particulars of the Gig, including but not exclusively the hours worked and amount owed to the Freelancer and in fees.

●        The Gigable Fee is subject to VAT, and is applicable to both Gig Owners and Freelancers. Freelancers acknowledge that all payments received for Gigs, net of the Gigable transaction fee and VAT on fees, are deemed to be inclusive of VAT if the Freelancer is VAT registered. No additional compensation will be sought from either the Gig Owner or Gigable Ltd to cover VAT liabilities of individual Freelancers.

●        All Transaction Fees are charged at the point of payment of the total confirmed value of the Gig from Gig Owner to Freelancer. You agree that you must make payment of the Transaction Fee as prescribed in these Terms. It is necessary for account activation with the Gigable Platform to include the information and details necessary to facilitate payment from one user to another (such as Direct Debit details). Each Freelancer must provide details of a bank account registered in their name when setting up an Account. This will be the bank account into which payments are made. Once a Gig has been completed, Transaction Fees will be charged automatically to Users.

●        Where applicable, value-added tax (“VAT”) or any equivalent tax is chargeable at the current rate in the United Kingdom

●        Minimum Fee - there is a minimum threshold of £3 + vat payable by all Gig Owners on gigs posted to the platform. Gig Owners will be charged the Gig fee or the minimum fee of £3 whichever is greater.

●        As noted elsewhere in these terms Freelancers are independent contractors. As part of the service Gigable provides, Freelancers are furnished with an automatically generated Paid invoice after a gig has been completed by the Freelancer and paid by the Gig Owner. Gigable shall use information provided by the Users on the App (such as business name, name, email address, address, reference number, description of the service provided, the date at which that service was performed, the total amount charged, including the fee and VAT contribution) in order to automatically generate an invoice, on the Freelancer’s behalf to the Gig Owner.

●        Users acknowledge that all payment of Gig Compensation for Gigs must be made exclusively through the App. Any payment from Gig Owners to Freelancers made outside of the App shall constitute a breach of these Terms.

●        If a User is removed from the Gigable Platform or any Account disabled on more than one occasion for late payment of Transaction Fees or if Gigable reasonably suspects that any payment from Gig Owners to Freelancers has taken place in contravention of Clause 7 or Clause 12, the associated Account may be permanently disabled at Gigable’s sole discretion.

●        In order to make and receive payments Gig Owners will be required to complete a Direct Debit mandate and make all payments through Direct debit.

●        All outstanding balances will be collected each business day by Direct Debit.

●        Gig Owners who fail to meet Gigable’s credit score threshold will be subject to up-front payments.

●        In order to make and receive payments you may be asked, and it will be a requirement for Gig Owners, to either connect, or register for, your Revolut, or Stripe account (or replacement from time to time) and all payment information will be processed through your relevant account. Where you submit any personal information during the onboarding process with these providers, the account provider, i.e. Revolut,  or Stripe, will be the data controller for all such information.

●        For the purposes of Clause 10, if you make or receive payments through Revolut, or Stripe account you will be subject to the relevant terms and conditions of the financial services provider and acknowledge that Gigable is not responsible for your adherence to those terms.

●        Payment processing services for Gigable on the Gigable Platform are provided primarily by Stripe and, and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Offering Agreement”). By agreeing to these Terms or continuing to operate as a Gig Owner or Freelancer on the Gigable Platform, you agree to be bound by the Stripe Offering Agreement, as the same may be modified by Stripe from time to time. As a condition of the Gigable Platform enabling payment processing services through Stripe, you agree to provide the Gigable Platform accurate and complete information about you and your business, and you authorise Gigable to share it and transaction information related to your use of the payment processing services provided by Stripe.

●        Gigable also provide a bank transfer facility to Gig Owners in order to pay what they owe Gigable and the Freelancer for completed Gigs or other Fees incurred per these terms. Bank transfer amounts are provided as a summary ‘Payment Instruction’ PDF which the Gig Owner will create in the Gigable platform upon confirming Gig(s) or other fees, such as cancellation fees, for payment. Once confirmed, the Gig Owner will lodge the full amount owed per the Payment Instruction to a dedicated IBAN assigned to the Gig Owner, and held by Gigable on a Revolut Business Account. Once the Payment Instruction lodgement is received, Gigable will automatically disperse payments to the Freelancers identified in the Payment Instruction, net of any fees and VAT owed by the Gig Owner and the Freelancer, and any other fees owed to Gigable.

●        Gigable may provide a Direct Debit facility to facilitate payments by bank transfer. A fee of £12 will be charged if a Direct Debit fails due to insufficient funds.

●        Gig Owners who have three (3) Direct Debit failures due to insufficient funds in a rolling 12-month period will be required to pay for Gigs upfront, this can be done in two different ways:

o Account top-up – Gig Owners will have the option to top up their accounts and use the balance against booked Gigs.

o Gig Owners will be able to pay for each Gig on the day they are posted.

●        ‍ Late Payments and Customer Service Fees.

o    Gig owners will be subject to an agreed added late payment interest charge of 5% above the then current Bank of England base rate on a per annum basis of the overdue amount where the overdue payment is triggered.

●        Gigable reserves the right to take legal action to recover any overdue monies.

●        Any payment due by Gigable to a Freelancer that is delayed beyond the agreed payment date and remains unpaid following a notification from the Freelancer bringing such late payment to Gigable’s attention will be subject to an agreed added late payment interest charge of 5% above the then current Bank of England base rate on a per annum basis of the overdue amount.

13. Status of Gig Owners and Freelancers‍

●        Nothing in these Terms is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Gigable and a User.

●        Gigable does not employ Freelancers. Gigable is not a party to the direct engagement by a Gig Owner of a Freelancer. As Gigable has created a network of business users, the relationship between a Freelancer and a Gig Owner is intended to be that of independent contractor.  The Freelancer is not and will not be considered as an employee of Gigable for any purpose and Gigable accepts no liability whatsoever or howsoever arising in this regard.

●        The Freelancers shall be fully responsible for and indemnify Gigable against any liability, assessment or claim for:

1. taxation whatsoever arising from or made in connection with the performance of their Offering to a Gig Owner, where such recovery is not prohibited by law; and
2. any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by a Freelancer against Gigable arising out of or in connection with the provision of their Offering to a Gig Owner.

●        Gigable is not a party to any contract between a Gig Owner and a Freelancer.  Given the status of all Users it is anticipated that the relationship between a Freelancer and a Gig Owner will be that of independent contract but Gigable provides no warranty to this effect and the terms to be agreed between the Gig Owner and Freelancer are a matter for agreement between them. It is the responsibility of the Gig Owner to ensure that an appropriate contract is in place between the Freelancer and Gig Owner and that the Freelancer is treated as an independent contractor.  Gigable accepts no liability whatsoever or howsoever arising in this regard.

●        As between the parties, but subject always to Clause 19, any and all IP Rights (as such term is defined in clause 19 below) developed in whole or in part by a Freelancer in connection with a Gig performed pursuant to these Terms or otherwise arising out of these Terms shall vest in and belong solely to the Gig Owner, and all transfer of any materials, documents, rights or otherwise related to the IP Rights created as part of the Gig shall be carried out with immediate effect by the Freelancer.

●        The Freelancer waives, in respect of the IP Rights created as part of the Gig all moral rights in the IP Rights and all rights to object to derogatory treatment of the IP Rights to which the Freelancer may now or at any future time be entitled under the Copyright, Designs and Patents Act 1988 as amended from time to time so far as is legally possible, and any broadly equivalent rights that may exist in any territory of the world

●        The Freelancer acknowledges that the Gig Owner’s intellectual property rights are and remain the exclusive property of the Gig Owner or, where applicable, the third-party licensor from whom the Gig Owner derives the right to use them.

●        The Gig Owner may grant to the Freelancer a non-exclusive, non-transferable, royalty-free licence to use the Gig Owner intellectual property rights solely for the purpose of performing its obligations in relation to the Gig and the Freelancer’s use of the intellectual property rights is limited to applying them to the products and/or Offering in the form and manner specified by the Gig Owner from time to time, and not otherwise.

●        The Freelancer shall not represent that it has any title in or right of ownership to any of the Gig Owner’s intellectual property rights or do or suffer to be done any act or thing which may in any way impair the rights of the Gig Owner in any of the Gig Owner’s intellectual property rights or bring into question the validity of their registration.

●        Any assurances, promises or guarantees made by a Gig Owner to a Freelancer in the context of any assertion that the Freelancer might be considered an employee of the Gig Owner, is a matter for those parties. Gigable shall accept no liability for any such assurances, promises or guarantees given.

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14. Eligibility of Freelancers‍

Without prejudice to any of the previous provisions of these Terms:

●        Each Freelancer is responsible for complying with all applicable laws relating to his/her eligibility to reside and work in the United Kingdom. Gigable accepts no liability for ensuring nor validating that any such eligibility and/or related permissions have been granted and remain valid.

●        Each Gig Owner understands that Gigable does not assess, consider, nor confirm an individual Freelancer’s immigration/employment permit status and shall accept no liability which might arise in this context.

●        Each Freelancer is responsible for complying with any applicable laws including applicable tax obligations relating to Gigs.

●        Gig Owners acknowledge that Gigable is not a staffing agency, human resources service or recruiter and, accordingly, Gig Owners must not use the Gigable Platform to facilitate the appointment of permanent employees.

●        During the term of this agreement and for a period of 6 months following the termination of this agreement howsoever caused, Gig Owners shall not solicit or attempt to entice away from the Gigable Platform, offer employment to or offer any other contract for the provision of any services to any Freelancer who has completed a Gig within the past 6 months without Gigable Ltd written consent upon each occasion.

●        For the avoidance of doubt, if Gigable reasonably suspects that a Gig Owner is acting in breach of the provision above, this will be considered a material breach of these Terms and Gigable will have the option to terminate the Gig Owner’s Account without further notice.

●        Without prejudice to the right of termination, in the event of a breach of the provision above Gig Owners agree to Pay Gigable Ltd the sum of £1,000 (one thousand) per Freelancer as penalty if any Freelancer is employed or contracted with them or any other associated business for a period of no less than six (6) months after their last completed Gig.

●        Both parties recognise the legitimate interest that Gigable has in preventing the enticement away of Freelancers from the Gigable platform. The figure of £1,000 referenced above is a genuine pre-estimate of the loss that Gigable would suffer as a result of the breach by you based on a detailed and considered calculation of what its losses would be in these circumstances.[2] [3] [EM4] [JR5] [EM6] [JBG7] [EM8] ‍

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15. Working time, Health, Safety and Training‍

●        Each Freelancer accepts that he/she is responsible for the level of time which he/she elects to spend performing Gigs each week. Gigable shall accept no liability for monitoring this amount of time. Each Freelancer is likewise responsible for ensuring that he/she complies with any legislative requirements which might arise in the context of possessing any appropriate certifications, licences and/or registrations which relate to his/her eligibility to carry out the work attaching to Gigs posted by a Gig Owner.  Gigable accepts no liability in this regard.

●        Gigable accepts no liability for ensuring that a Freelancer complies with any legislative requirements which might arise in the context of possessing any appropriate certificates, licences and/or registrations which relate to his/her eligibility to carry out the work attaching to Gig posted by a Gig owner.

●        At Gigable, we are working hard to bring you the very best and cheapest commercial insurance.  In the meantime, we suggest checking with your existing insurer to make sure you are adequately covered to carry out any delivery work

●        It is the sole responsibility of the Gig Owner to ensure the health, safety and security of a Freelancer performing a Gig including the provision of relevant training as may be necessary.

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16. Gig Owner Responsibilities‍

●        Each Gig Owner is responsible for complying with any applicable laws including applicable tax obligations relating to Gigs.

●        Gigable does not perform background checks nor vetting in respect of Freelancers, and it is thus at the discretion of Gig Owners to do so (who will bear sole responsibility for any such background checks). Gigable accepts no liability in this regard.

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17. Use of Gigable Platform and Features‍

If you avail of the Features or create an Account, you shall:

●        provide us with all necessary co-operation in relation to these Terms;

●        provide us with all necessary access to such information as we may require in order to provide the Offering, including content, security access information and configuration Offering;

●        comply with all applicable laws and regulations with respect to your activities under these Terms;

●        carry out all of your responsibilities as set out in these Terms in a timely and efficient manner. In the event of any delays in your provision of such assistance, we may adjust any agreed timetable or delivery schedule as reasonably necessary;

●        ensure that your network and systems comply with the relevant specifications provided by Gigable from time to time to enable you to access the Gigable Platform and/or Offering; and

●        be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

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18. Liability‍

●        We shall not be liable, in contract, tort/delict (including negligence) or for breach of statutory duty or in any other way for:

1. any economic losses (including but not limited to loss of revenues, profits, contracts, reputation, goodwill, data, business or anticipated savings);
2. any loss of goodwill or reputation; or
3. any indirect or consequential losses;

in any case, whether or not such losses were within contemplation at the date you accepted our Terms or were suffered or incurred by you arising out of or in connection with any matter arising under these Terms.

●        Nothing in these Terms shall limit or exclude our liability for:

1. death or personal injury resulting from our negligence;
2. fraud or fraudulent misrepresentation; and
3. any other liability that cannot be excluded or limited by applicable law.

●        Our maximum aggregate liability to you, for any and all causes or claims, under or in connection with these Terms (including your use of the Gigable Platform or the Offering) whether in contract, tort/delict (including negligence) or otherwise, shall in all circumstances be limited to five hundred- and fifty-pounds sterling (£550).

●        Gig Owners and Freelancers assume sole responsibility for results obtained from the use of the Offering and/or the content displayed on the Gigable Platform, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Offering or any actions taken by us at your direction.

●        If our performance under these Terms is prevented or delayed by any breach of these Terms by you, or by your negligent act or omission, we shall not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.

●        You shall be liable to pay to us all reasonable costs, charges or losses sustained or incurred by us that arise directly or indirectly from your fraud, gross negligence, failure to perform or delay in the performance of any of your obligations, subject to our confirming such costs, charges and losses to you in writing.

●        For the avoidance of doubt, you acknowledge that we have no control over and are in no way responsible or liable for any Gig organised and/or promoted through the Gigable Platform and/or Offering. We do not guarantee the quality, safety, accuracy or legality of any Gig organised and/or promoted through the Gigable Platform and/or Offering.

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19. Intellectual Property‍

●        For the purposes of these Terms and a User’s use of the Gigable Platform or Offering, intellectual property rights (“IP Rights“) means copyright and related rights (including rights in respect of software), design rights, database rights, trade names or get-ups, unregistered trade marks (including service marks, trade names and business names), registered trademarks, domain names, moral rights and rights in designs, know-how, any patents (including utility models and inventions), any other rights in inventions, discoveries and improvements, rights to use and protect the confidentiality of Confidential Information and any other industrial or intellectual property right subsisting in any country in the world (including applications for registration and the right to apply for any of the same in any country in the world) in each case for the full period thereof and all extensions and renewals thereof.

●        All IP Rights in the Gigable Platform and Offering, are and shall remain the sole property of Gigable. Other than the Licence, nothing in these Terms shall be construed as granting to you any rights in any IP Rights comprised in the Gigable Platform or the Offering.

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20. Indemnity

You agree to release, defend (at Gigable’s option), indemnify, and hold Gigable and its affiliates and subsidiaries, officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal and accounting fees, arising out of or in any way connected with: (i) your breach of these Terms or our policies or standards therein; (ii) your improper use of the Gigable Platform or any Offering; (iii) your interaction with any User or participation in an Gig, including any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, participation or use; or (iv) your breach of any laws, regulations or third party rights. The indemnity provided in this Clause 20 is in addition to any other indemnity you provide to us including the indemnity provided for in Clause 5.1 of the Terms of Use.

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21. No Waiver

●        Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.

●        If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

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22. Assignment and Sub-Licensing‍

●        You may not assign, novate, sub-contract or otherwise transfer part or all of these Terms or any rights or obligations under these Terms without our prior written consent.

●        We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under these Terms. We may transfer our rights and obligations under these Terms to another organisation, but this will not affect your rights or our obligations under these Terms.

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23. Publicity and Announcements‍

You shall not make or cause to be made at any time any statement (whether of fact, belief or opinion) which directly or indirectly disparages, is critical or derogatory to or damages the reputation of Gigable, whether such statement is in relation to the Gigable Platform or the Offering or otherwise.

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24. Governing Law

‍These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales and you agree that the courts of England and will have exclusive jurisdiction.

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25. Entire Agreement

These Terms, the Terms of Use and any notifications posted or made available on the Gigable Platform from time to time constitute the entire agreement between you and Gigable regarding the use of the Gigable Platform and Offering.

26. Anti-Bribery / Modern Slavery

You shall, and shall procure that persons who are performing services on your behalf in connection with this agreement shall:

(a)    comply with all applicable laws, statutes, regulations, directives and codes relating to anti-bribery and anti-corruption, including, but not limited to, the Bribery Act 2010, the Foreign Corrupt Practices Act 1977 and laws enacted in accordance with the Organisation for Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions;

(b)    comply with any policies implemented by Gigable in respect of ethics, business conduct and/or bribery and corruption (each as Gigable may update from time to time).

You warrant and represent that you have complied with and throughout the term of this agreement will continue to comply with:

(a)    your obligation under Section 54 of the Modern Slavery Act 2015, if applicable, to produce for each financial year an annual slavery and human trafficking statement setting out the steps you have taken during that year to ensure that slavery or human trafficking is not taking place in any part of your own business and in any of your supply chains; and

(b)    any applicable policy of yours in place from time to time relating to the prevention of slavery, servitude, forced or compulsory labour, human trafficking or to any human rights matters.

27. Interpretation‍

●        Section headings and captions in these Terms are for convenience of reference only and shall not be considered a part of or affect the interpretation of these Terms.

●        References to a statute or statutory provision includes any consolidation, re-enactment, modification or replacement of the same, any statute or statutory provision of which it is a consolidation, re-enactment or replacement of and any subordinate legislation in force under any of the same from time to time.

●        References to a document include a reference to that document as amended.

●        Words in the singular include the plural and vice versa and words denoting a gender denote all genders. References to persons include legal and natural persons.

●        Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

●        A reference to a regulator or to a regulatory board shall include any replacement or successor bodies from time to time.

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28. Events Outside Our Control‍

●        We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by any act or event beyond our reasonable control, including any failure in our supply chain, failure of public or private telecommunications or payment networks and/or any pandemic, epidemic or act of God (“Event Outside Our Control”).

●        If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms:

1. our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
2. we will use our reasonable endeavours to find a solution by which our obligations under these Terms may be performed despite the Event Outside Our Control.

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29. Severance‍

●        Each of the conditions of these Terms operates separately. If any court or competent authority decides that any provision or part provision of these Terms is invalid, unlawful or unenforceable, or if it becomes invalid, illegal or unenforceable, it shall be deemed deleted but that shall not affect the validity and enforceability of the rest of these Terms. The remaining conditions will remain in full force and effect.

●        If any provision or part provision of these Terms is deemed deleted under clause 1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

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30. Third Party Rights‍

●        A person who is not a party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 (CRTPA) to enforce any term of the Agreement. This clause 27.1 will not affect any right or remedy of any person which exists, or is available, otherwise than pursuant to CRTPA.

31. TERM AND TERMINATION

●       Either party may terminate this Agreement for convenience immediately upon written notice.

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