Global Terms and Services

Last updated: July 26th, 2024

Introduction

These Fixchirp Global Terms of Service (the “Terms of Service” or the “Terms”) constitute a legally binding agreement between the User (defined below) of the Platform (defined below) (“you” or “your”) and Fixchirp, Inc. (together with its Affiliates (defined below), “Fixchirp”, “we”, “us” or “our”) governing your use of Fixchirp’s websites (including www.fixchirp.com (together, the “Sites”), mobile application (together, the “Apps”), and related services, information and communications (collectively referred to herein as the “Platform” or the “Fixchirp Platform”).

The use of all personal data you submit to the Platform or which we collect about you is governed by our Global Privacy Policy (“Privacy Policy”).

These Terms, together with the Privacy Policy (which are each incorporated by reference, and referred to collectively, herein as the “Agreement”), governs your access to and use of the Platform. The Agreement also includes all other supplemental policies and terms referenced and/or linked to within these Terms or which are otherwise made available to you, all of which also apply to your use of the Platform and are incorporated into the Agreement.

BY ACKNOWLEDGING THE TERMS OF SERVICE AND/OR ACCESSING AND USING THE PLATFORM, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTAND AND AGREE TO BE BOUND BY (WITHOUT LIMITATION OR QUALIFICATION), THE AGREEMENT (INCLUDING, ALL TERMS INCORPORATED HEREIN BY REFERENCE).

IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT AND ABIDE BY ITS TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM.

The Platform

Online Marketplace

The Platform is an online web- and app-based two-sided marketplace which enables connections between Clients and Chirpers. “Client(s)” are individuals and/or businesses seeking to obtain short-term services (“Task(s)”), and “Chirper(s)” are businesses seeking to perform Tasks for Clients.Clients and Chirpers are referred to herein together as “User(s)”.

Chirpers are independent business owners, providing services under their own name or business name (and not under fixchirp’s name), using their own tools and supplies.Chirpers choose the applicable rates for Tasks, without deduction by Fixchirp.Chirpers may:

maintain a clientele without any restrictions from Fixchirp
offer and provide their services elsewhere, including through competing platforms
accept or reject Clients and Service Agreements (defined below). Chirpers are independent contractors of Clients, and Clients are therefore clients of Chirpers, not Fixchirp.

Any reference to a Chirper being licensed or credentialed in some manner, or being "badged”, “reliable”, “reliability rate”, “elite”, “great value”, "background checked", “vetted” (or similar language) indicates only that the chirper has completed a relevant user account registration process or met certain criteria and does not, and shall not be deemed to, represent anything else. Any such description:

is intended to be useful information for Clients to evaluate when they make their own decisions about the identity and suitability of Chirpers whom they select or interact, or contract with via the Platform
is not an endorsement, certification or guarantee by Fixchirp of a Chirper’s skills or qualifications or whether they are licensed, insured, trustworthy, safe or suitable.

Notwithstanding any feature or service of the Platform that a client may use to expedite Chirper selection, the Client is responsible for determining the Task and selecting or otherwise approving their Chirper and should undertake their own research prior to booking any Task to be satisfied that a specific Chirper has the right qualifications.

Fixchirp’s Role

The Platform is not an employment agency service or business, and Fixchirp is not an employer of any User. Users are not employees, partners, representatives, agents, joint venturers, independent contractors or franchisees of Fixchirp.

Users hereby acknowledge and agree that

Fixchirp does not
- perform Tasks nor employ individuals to perform Tasks,
- supervise, scope, direct, control or monitor Chirpers’ work (including that Fixchirp does not set Chirpers’ work locations, work hours, or terms of work), nor provide tools or supplies to, or pay any expenses of, Chirpers, or
- (iii) have any control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Tasks or Users (or the acts or omissions thereof), nor of the integrity, responsibility, competence, qualifications, communications, or the ratings or reviews provided by Users with respect to each other; and
the formation of a Service Agreement will not, under any circumstances, create any responsibility orliability for Fixchirp, nor any employment or other relationship between Fixchirp and the Users or between the Client and the Chirper. Users do not have authority to, and may not act as agent for, nor bind or make any representations on behalf of, Fixchirp (including that Chirpers may not modify all or any part of the Fixchirp fees

Fixchirp is neither responsible nor liable for workers’ compensation or any tax payment or withholding, including but not limited to applicable sales taxes, unemployment or employment insurance, disability insurance, applicable VAT, National Insurance, employer’s liability, employer training tax, social security contributions, PAYE or other applicable payroll withholdings in connection with a User’s use of the Platform, or personal income tax. The Chirper assumes full and sole responsibility for all required and applicable income tax and social contributions such as Social Security or National Insurance Contribution withholdings as to the Chirper and all persons engaged by the Tasker in the performance of the Task Services. Each User assumes all liability for proper classification of such User’s workers based on applicable legal guidelines.

License

Subject to your compliance with the terms of the Agreement (including, without limitation, these Terms and Fixchirp’s Acceptable Use Policy), Fixchirp grants you a limited, non-exclusive, non-transferable and revocable license to:

access and use the Platform (in the locations and territories where the Platform has a presence),
download, access and use the App on your personal device, solely in furtherance of your use of the Platform, and
access and view any content, information and materials made available on the Platform, in all cases for your personal use and the intended purpose of the Platform.

All Users are subject to, and agree to comply with, the Acceptable Use Policy in their use of the Platform.Users may not copy, download, use, redesign, reconfigure, reverse engineer or retransmit the Platform or anything therefrom or thereon (in whole or in part) without Fixchirp’s prior written consent.Any rights not granted by Fixchirp are expressly reserved.

User Representations and Warranties

In your access to and use of the Platform, you represent and warrant that you:

Additional Chirper Representations and Warranties

If you are a Chirper, you additionally represent and warrant that, in your access to and use of the Platform, you:

are operating as a sole proprietor, partnership, limited liability company, limited liability partnership, corporation or other business entity when using the Platform;
are customarily engaged in an independently established business of the same nature as the services performed for Clients through the Platform, and maintain an independent clientele;
have the unrestricted right to work in the jurisdiction in which you perform Tasks;
have and will maintain (at your own expense) any licenses, permits, and/or registrations required by applicable laws that apply to your performance of Tasks (including, as applicable, a business license, business tax registration, and/or contractor’s license);
will respond to invitations promptly; provide timely, high-quality services for your Clients as agreed in the Chat Thread (defined below); only offer and provide Tasks for which you have the necessary expertise to perform; and perform the Tasks as agreed upon with your Client in a safe manner; and
will promptly disclose to Fixchirp in writing if you have any potentially relevant criminal convictions (other than minor fixed penalty parking or speeding offenses) that arise during your use of the Platform.

Use of the Platform

Disclaimer of Warranties

Use Of The Platform Is Entirely At Your Own Risk

THE PLATFORM AND THE TECHNOLOGY UNDERLYING IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, (INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, GOOD AND WORKMANLIKE SERVICES, COMPLIANCE WITH ANY LAW, STATUTE, ORDINANCE, REGULATION, OR CODE, AND/OR NON-INFRINGEMENT), AND THE SAME ARE EXPRESSLY EXCLUDED.

WITHOUT LIMITING THE FOREGOING, FIXCHIRP AND ITS PARENTS, AFFILIATES, LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, INVESTORS, SUBSIDIARIES, ATTORNEYS, REPRESENTATIVES, INSURERS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “AFFILIATES”, AND TOGETHER WITH FIXCHIRP, THE “FIXCHIRP PARTIES”):

MAKE NO, AND EXPRESSLY DISCLAIM (TO THE EXTENT PERMITTED BY LAW), ALL REPRESENTATIONS AND WARRANTIES AS TO, (I) THE TIMELINESS, SUITABILITY, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF THE PLATFORM, (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM OR ANY TASK OR SERVICE PROVIDED ON, THROUGH OR IN CONNECTION WITH THE USE OF THE PLATFORM, OR (III) THE TASKS OR SERVICES PROVIDED BY, OR THE INTERACTIONS OR COMMUNICATIONS OF OR BETWEEN, USERS OF THE PLATFORM (WHETHER ON- OR OFF-LINE, OR OTHERWISE) (INCLUDING, BUT NOT LIMITED TO, AS TO ANY TASKER’S ABILITY, PROFESSIONAL ACCREDITATION, REGISTRATION OR LICENSURE);
DO NOT WARRANT THAT THE PLATFORM IS OR WILL BE (1) ERROR-FREE OR THAT ACCESS THERETO WILL BE UNINTERRUPTED; OR (2) FREE FROM COMPUTER VIRUSES, SYSTEM FAILURES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS OR MALFUNCTIONS, INCLUDING DURING HYPERLINK TO OR FROM THIRD-PARTY WEBSITES; AND
DO NOT WARRANT, ENDORSE, GUARANTEE, RECOMMEND, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, INCLUDING BY ANY TASKER, AND TASKRABBIT WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

Limitation of Liability

You acknowledge and agree that Fixchirp is only willing to provide the Platform if you agree to certain limitations of our liability to you and third parties, as set out in this Section and elsewhere in the Agreement.

THEREFORE, YOU ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE FIXCHIRP PARTIES OR THEIR CORPORATE PARTNERS BE RESPONSIBLE OR LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT OR OTHERWISE) FOR, AND SUCH PARTIES EXPRESSLY DISCLAIM, ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION AND THE COST OF SUBSTITUTE PRODUCTS OR SERVICES), EXPENSES (INCLUDING ATTORNEYS’ FEES AND COSTS), LOSSES, GOVERNMENTAL OBLIGATIONS, SUITS, AND/OR CONTROVERSIES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED (COLLECTIVELY, “LIABILITIES”) ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH THE PLATFORM OR YOUR OR ANY OTHER PARTY’S USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. TO THE EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE THE FIXCHIRP PARTIES AND THEIR CORPORATE PARTNERS FROM THE FOREGOING.

Nothing in the Agreement excludes or limits any liability or warranty that, by applicable law, may not be limited or excluded.Additionally, some jurisdictions do not allow the exclusion of certain warranties or limitation of incidental or consequential damages; in such cases the above limitations may not apply to you in their entirety.

IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT THE FIXCHIRP PARTIES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED: (A) IF YOU ARE A CLIENT, THE TOTAL FEES PAID BY YOU TO FIXCHIRP IN THE 6 MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE; AND (B) IF YOU ARE A TASKER, THE TOTAL TASK PAYMENTS PAID TO YOU BY CLIENTS IN THE 6 MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE, TO THE EXTENT PERMITTED BY APPLICABLE LAW.

Notwithstanding the foregoing:

For All Residents of a Country Outside Malawi:Regardless of any other provision in the Agreement excluding or limiting Fixchirp’s liability, nothing in these Terms excludes or limits Fixchirp’s warranties and liability for: (a) death or personal injury caused by Fixchirp; or (b) Fixchirp’s gross negligence or willful misconduct.

Indemnification

Users’ indemnification obligations are set out below in this Section.Fixchirp reserves the right, in its own sole discretion, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of Fixchirp.

Client Indemnification

If you are a Client, you shall indemnify, defend, and hold harmless Fixchirp and Affiliates from and against any and all Liabilities incurred in connection with
- your use of, inability to use, or participation on, the Platform
- your breach or violation of the Agreement
- your violation of any law, or the rights of any User or third party
- your use of any third-party links or websites that appear on the Platform
- any User Generated Content and/or Feedback submitted by you or using your account to the Platform, including but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful
- the acts or omissions of any Client Agents
Chirper Indemnification
If you are a Chirper, you shall indemnify, defend, and hold harmless Fixchirp and Affiliates from and against any and all Liabilities incurred in connection with
- your use of, inability to use, or participation on, the Platform
- your participation in Tasks, or your ability or inability to perform Tasks or to receive payment therefor
- your breach or violation of the Agreement
- your violation of any law, or the rights of any User or third party
- any User Generated Content and/or Feedback submitted by or about you or using your account to the Platform, including but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful; and
- the acts or omissions of any Chirper Assistants

Dispute Resolution

To expedite resolution and reduce the cost of any dispute, controversy or claim related to, arising from or regarding your use of the Platform, your relationship with Fixchirp, Tasks, or the Agreement (including previous versions), (“Dispute”), you can try to find an amicable solution with Fixchirp before initiating any out of court settlement (such as mediation or arbitration) or court proceeding. Such informal negotiations will commence upon written notice. Your address for such notices is the one associated with your account, with an email copy to the email address you have provided to Fixchirp.

App Store-Sourced Apps

If you access or download any App from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement and will comply therewith in your access to and use of the App(s). If you access or download any App from the Google Play Store, you agree to Google Play Terms of Service and will comply therewith in your access to and use of the App(s).

Changes to the Agreement, the Platform and the App

Changes to the Agreement
Fixchirp reserves the right, for justifiable and proportionate reasons, at any time, to review, change, modify, update, add to, supplement, suspend, discontinue, or delete any term(s) or provision(s) of the Agreement (including the Terms of Service, Privacy Policy, Acceptable Use Policy).
Notice of such amendments may be given by posting such updates or modifications (or notice thereof) on the Platform, on the online location of the relevant terms, policies or supplemental terms, by e-mail or in any other reasonable manner; and the amendments will be effective upon such posting.Your continued use of the Platform after such posting constitutes your consent to be bound by the Agreement, as amended.
Notwithstanding the foregoing, if such modifications and/or updates are material, you will be informed in advance (in the manner set out in this Section) for your acceptance or rejection. If any changes to the Agreement are unacceptable to you or cause you to no longer be in compliance with the Agreement, the previous Terms will apply to your current Tasks, but you will not be able to use the Platform or contract new Tasks and you must deactivate your account, and immediately stop using the Platform. After notifying you of any material changes, your continued use of the Platform following any revision to the Agreement constitutes your complete and irrevocable acceptance of any and all such changes, except where prohibited by any laws or regulations in your jurisdiction.
To the extent permitted by the Engilish law, Fixchirp shall not be liable to you for any modification to all or any portion of the Agreement.
Changes to the Platform
Fixchirp reserves the right to, at any time, review, improve, modify, update, upgrade, discontinue, impose limits, or restrict access to, whether temporarily or permanently, all or any portion of the Platform (including any content or information available on or through the Platform), effective with prior notice (where possible) and without any liability to Fixchirp.To the extent permitted by law, Fixchirp shall not be liable to you for any updates, upgrades, modifications to or discontinuance of all or any portion of the Platform.
Mobile App Updates and Upgrades
By installing the App(s), you consent to the installation of the App(s) and any updates or upgrades that are released through the Platform. The App (including any updates or upgrades) may
- cause your device to automatically communicate with Fixchirp’s servers to deliver the App functionality and to record usage metrics,
- affect App-related preferences or data stored on your device, and/
- collect personal information as set out in our Privacy Policy. You can uninstall the App(s) at any time.

Consent to Electronic Signatures

By using the Platform, you agree

to transact electronically through the Platform;
your electronic signature is the legal equivalent of your manual signature and has the same legal effect, validity and enforceability as a paper-based signature;
your use of a keypad, mouse or other device to select an item, button, icon or similar act/action,constitutes your signature as if actually signed by you in writing; and
no certification authority or other third party verification is necessary to validate your electronic signature, and the lack of such certification or third party verification will not in any way affect the enforceability of your electronic signature

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