Terms of Service

England & Wales–TERMS OF SERVICE

Last Updated 9 June 2020.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE DOWNLOADING THE APP, USING THE WEBSITE OR ACCESSING ANY GIGABLE FEATURE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, WE WILL NOT LICENSE 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.

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 platform to connect independent parties in the world of work and, as we explain in further detail in these terms, is not a staffing agency, human resources feature or recruiter. 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. If you think that there is a mistake in these terms, please contact us to discuss at info@gigable.com.

‍

1. Introduction‍

• We are Gigable Ltd, a registered company in England and Wales with company number Company number 12400320 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) and Gigable governing access to:

1. the Gigable app (the “App“);
2. the Gigable website located at 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 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 in relation to advertising for vacancies for potential short-term projects (“Gigs“). The Gigable Platform allows for any User to use the Gigable Platform to negotiate, engage on, agree to or secure a Gig for the User to complete themselves (and thereby become a “Freelancer“) or for any User to advertise, negotiate, post, determine and contract for a Gig (and thereby become a “Gig Owner“). For clarification, neither Freelancers nor Gig Owners are under any obligation to accept or confirm any Gig and any acceptances or agreements to perform Gigs shall entirely be at the discretion and option of and/or Gig Owners.
• The Gigable Platform is not intended for individual consumers, and Users must be acting in the capacity of a business, profession or trade.
• 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.

‍

2. Contract Formation‍

• In order to enjoy the Offering provided via the Gigable Platform, you must read and accept these Terms. If you do not want to agree to these Terms, you should not access the Gigable Platform.
• 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, which are implied by trade, custom, practice or course of dealing.

‍

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 a Gig, a Gig Owner must complete their profile and provide the key details required via the App in the Gig Form section of the Appdashboard (as further detailed in Clause 7).
• To post a Gig, a Gig Owner completes and provides 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 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 their dashboards 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 sending to the Freelancer for confirmation.
• 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, 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 availability for a Gig.

• The Gig Owner is solely responsible for ensuring that if any particular qualifications are required for 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 are appointed to the Gig.
• 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. Once a Gig has been confirmed 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 a 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 App and any payment of Gig Compensation made outside of the App will constitute a breach of these Terms (as further detailed in Clause 12).
• If a Gig Owner wishes to cancel a Gig after the Gig has been confirmed but before 4 hours of the Gig’s agreed start time, the Gig Owner must use the “Cancel a Gig” option provided in the App. If a Gig Owner wishes to cancel a Gig after the Gig has been confirmed but within 4 hours of the Gig’s agreed start time, the Gig Owner must use the “Cancel a Gig” option provided in the App and will be subject to a Gig Cancellation Fee (as further detailed in Clause 6).
• If it is confirmed that a Freelancer does not for a Gig, the Freelancer may be suspended from using the App.

‍

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 Clause7).
• 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, 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; and
9. 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.  
• 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.
• 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 which exists within the discretion of Gigable Ltd. 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.
• After a Gig has been completed, both the Freelancer and Gig Owner will be asked to verify the conclusion of the Gig. 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 will receive the following message in app: “You are confirmed for this Gig and it starts within 24 hours. If you do not show up for this Gig, your account will be permanently blocked, pending an appeal by you. If you need to cancel, you must contact Gigable directly at 00353896073917”
• If a Freelancer cancels a Gig, he or she may be suspended from using the App
• If it is confirmed that a Freelancer does not for a Gig,  the Freelancer may be suspended from using the App.
• If a Freelancer’s confirmed Gig is cancelled by a Gig Owner at least 72 hours before of the Gig’s agreed start time, the Gig Owner will not be required to pay a Gig Cancellation Fee. If a Freelancer’s confirmed Gig is cancelled by a Gig Owner within 71 hours 59 minutes and 59 seconds of the Gig’s agreed start time, the Gig Owner shall be liable for Gig Cancellation Fees (as further detailed in Clause 6) which the Freelancer will be entitled to in accordance with that clause.

‍‍

5. Gig Owners, Freelancers and the Gigable Platform‍

You acknowledge that Gigable merely provides and makes available the Gigable Platform and Offering to enable Gig Owners and Freelancers to find and transact directly with each other. 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.

‍

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.

‍

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 1, 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.

‍

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.

‍

9. Ratings and Review‍

• Within a certain timeframe after completing a Gig, Freelancers and Gig Owners may leave a public review (“Review”) and submit a star rating (“Rating”) about each other. Ratings or Reviews 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 and Reviews 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 and Reviews are published instantly, without moderation. Gigable consider reviews as user-generated content, which means that the user who wrote the review owns it, is solely responsible for it and is the only party who can edit or delete it.
• If a Review is reported by a User because it violates Gigable terms, Gigable will not edit or modify the review. Instead, if the review can be brought in line with our Terms, the reviewer will be informed that their review has been reported and the reason(s) and will be given the opportunity to edit their review.
• 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 . This rating may be appealed at the discretion of Gigable.

‍

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.

‍

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, 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 the processing of personal data, 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.

‍

12. Transaction Fees, Gig Cancellation Fees and Payment Processing‍

• There are a number of fees payable. 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 at Gigable.com ‘How much does it cost?’
• Transaction Fees will be determined prior to transfer of the final total payment for a Gig from Gig Owner to Freelancer. Both Gig Owners and Freelancers will be informed via push notifications in the Gigable Platform.
• The Gigable Fee is subject to VAT, and is applicable to both Business 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 registration with the Gigable Platform to include the information and details necessary to facilitate payment from one user to another (such as credit or debit cards 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 the United Kingdom.
• All Freelancers, as independent contractors, accept, understand and agree that confirming and applying for a Gig within the App, will require the provision of an invoice to the Gig Owner. Once a Gig is confirmed, all Freelancers authorise Gigable to furnish an invoice on their behalf.  Gigable shall use information provided by the Freelancer on the App (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.
• If a Gig Owner wishes to cancel a confirmed Gig within defined periods, as below, of Gig’s agreed start time, the Gig Owner must do so via the App and will be subject to a “Gig Cancellation Fees”, which are paid to the Freelancer, as follows:

Confirmed Gig cancelled outside 24 hours of the Gig Start Time.

a.    No cancellation Fee will apply.

Confirmed Gig cancelled within 24 hours of the Gig Start Time.

a.     £20 cancellation fee will apply (plus a transaction fee of 10% plus VAT) of which £20 will be paid to the Freelancer.

Payment of the Gig Cancellation Fee by the Gig Owner will be subject to the Transaction Fees, payable by the Gig Owner and the Freelancer.

• If for any reason any payment, Gig Cancellation Fee or Transaction Fee is not discharged within 72 hours of such a fee falling due (as further detailed in Clause 1.8), the applicable User may be removed from the Gigable Platform with any associated Account being disabled pending payment of the outstanding sums. We reserve the right to take further legal action as appropriate.
• 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 12.8, the associated Account may be permanently disabled at Gigable’s sole discretion.
• 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 by Stripe 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.

‍

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. The relationship between a Freelancer and a Gig Owner is 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, except where such claim is as a result of any act or omission of Gigable.

• Gigable is not a party to any contract between a Gig Owner and a Freelancer.  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. 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 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 underthe 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 ownershipto 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.

‍

14. Eligibility of Freelancers‍

• 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. If Gigable reasonably suspects that a Gig Owner is appointing or otherwise hiring a Freelancer following the six month period of a Freelancer’s completion of a Gig, this will be considered a breach of these Terms and Gigable will have the option to terminate the Gig Owner’s Account.

‍

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 2021.  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.

‍

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.

‍

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.

‍

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 loss of revenues, profits, contracts, 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.

• Subject to Clauses 1 and 18.2, 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.

‍

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 trade marks, 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.

‍

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 the indemnity provided for in Clause 5.1 of the Terms of Use.

‍‍

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.

‍

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.

‍

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.

‍

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 non-exclusive jurisdiction.

‍

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. 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.

‍

27. 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.

‍‍

28. 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.

‍

29. Third Party Rights‍

• These Terms do not give rise to any rights under the Contract (Third Party Rights) (Scotland) Act 2017 and/or Contracts (Rights of Third Parties) Act 1999 (as applicable) to enforce any provisions under these Terms.CJB/CJB/424561/3//321260.2

‍