Privacy Policies

Fixo Solutions Limited - Fundi Terms of Use

Last Updated: February 2024

Jurisdiction: Kenya

This Fundi Terms of Use (“Terms” or “Agreement”) constitutes a legal agreement between Fixo Solutions Limited (“Fixo,” “we,” or “us”) and you the Fundi or Handyman (plural “Fundis” or “Handymen” “User,” “you,” or “your”), and governs your use of and access to Fixo Platform, that allows Fixo’s customers to connect with its network of Fundis or Handymen to obtain domestic repair or maintenance services.

PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY IF YOU WISH TO BECOME A FUNDI ON FIXO PLATFORM AND BEFORE ACCESSING OR PROVIDING THE SERVICES.

By accessing and using the Platform, or by clicking to accept this Agreement, you agree to be bound by this Agreement, which includes Fixo’s Privacy Policy (located online at https://www.fixosolutions.com), and all other policies, rules, guidelines, terms and conditions established for the Services as set forth therein and otherwise referenced in this Agreement (each “policy” and collectively, “policies”), which are incorporated herein by reference. In the event of a conflict between any term of this Agreement and a term of a Fixo policy, this Agreement shall prevail with respect to such conflict. This Agreement establishes a contractual relationship between you and Fixo. If you are accessing and using the Services on behalf of a third party such as another legal entity, you represent and warrant that you have the authority to bind that third party or other legal entity to this Agreement. In that case, “User,” “you,” and “your” will refer to that third party or other legal entity. This Agreement expressly supersedes any prior agreements with you. Fixo reserves the right to modify or amend any other terms of this Agreement from time to time with or without notice; your continued use of the Platform following the posting of changes to the terms shall constitute your acceptance of such changes.

ACKNOWLEDGMENT AND ACCEPTANCE OF AGREEMENT

1. Definitions

a. “Platform” means the technology, operating system, software or application used by Fixo in connection with the Services.

b. “Account” means the account created for you in connection with the Platform upon registration with Fixo through the Platform. Fundis must maintain an active Account in order to use the Platform.

c. “Customer Engagement” means a Customer Request with which a Fundi has accepted and thus agreed to perform Services in accordance therewith. A Fundi can have up to three (3) Customer Engagements on the Platform or any other number as may be determined by Fixo from time to time.

d. “Customer Request” means a notice provided as a “Job Card” through the Platform, to one or more Fundis, which includes a description of the Services to be provided by the Fundi, the time by which the Services must be completed (the “Request Completion Time”), the fees associated with the Services (the “Payment”), the Job ID, Customer Information and any other details as may be included by Fixo from time to time.

e. “Fundi” means the User being a person or entity using the Platform, which may include you, who has accepted a Customer Request (thereby becoming a Customer Engagement) and thus agreed to perform Services for a Customer.

f. “Customer” means an independent third-party that has contracted with Fixo to use the Platform in order to obtain Services from Fundis.

g. ”Open Request” means a Customer Request that has not yet been accepted by a Fundi. Fundis can use the Platform to review Open Requests and to indicate their availability for Open Requests. Once a Fundi has accepted a Customer Request, the Customer Request will become a Customer Engagement. For clarity, Fundis have no obligation to accept any Open Request.

h. “Service” or “Services” means the work performed by a User for a Customer in connection with a Customer Engagement.

2. Fixo’s Role 

Fixo offers the Platform to connect Users and Customers, to permit Users (who become Fundis) to be engaged by Customers in order to perform Services for a Customer pursuant to a Customer Request, and to facilitate those dealings. Fixo does not directly engage or employ Fundis, is not responsible for Customer Requests, and is otherwise not responsible for Customer Engagements.

3. Background Checks

a. As part of the User’s initial registration with Fixo, the User agrees to a background check. Subject to a satisfactory background check and agreement to the terms herein, the User will be eligible to use the Platform to view and accept Customer Requests. The User further agrees to complete any ongoing background checks as may be required by Fixo or a Customer. Failure to complete the initial or ongoing background check processes may result in inability to accept Customer Requests and/or removal from the Platform.

b. Fixo reserves the right to verify the accuracy of the information provided during or after the account activation process. In the event that it is found that inaccurate or misleading information was provided, the account will be subject to deactivation without prior notice. Users are responsible for ensuring that all information provided remains accurate and up-to-date throughout their usage of the platform.

4. Best Efforts

By registering to become a User and accepting an Open Request (such Open Request thereby becoming a Customer Engagement), User agrees to use best efforts to perform the Customer Engagement such that the Services meet the requirements and specifications of the Customer, for whom the Open Request was created. Once a User has accepted a Customer Request, the Open Request will no longer be available for performance by other users of the Platform who received the Open Request. By accepting a Customer Request, the User is entering into a binding legal agreement to provide the Services for the Customer (and thus becoming a Fundi, as defined above) in exchange for the Payment specified in the Customer Request. The User shall not accept a Customer Request unless certain that: (1) User understands what is requested for delivery; (2) User has the skills and know-how and can perform the Services identified in the Customer Request; (3) User can deliver the Services in the requested time period; and (4) User can get to and from the Customer’s location. Failure to timely deliver the Services consistent with the Customer’s requirements and specifications will constitute a breach, resulting in non-payment. Further, in the event of such a breach, the User will be responsible for payment of any additional fees or costs incurred as a result of the User’s failure to complete the Customer Engagement in accordance with the Customer requirements. Unless otherwise specifically agreed upon by Fixo in writing (and notwithstanding any other provision of this Agreement), all activity relating to the Services will be performed by and only by the User. The User agrees that he or she will not (and will not permit others to) violate any agreement with or rights of any third party (including any agreement between the User and Customer) or, except as expressly authorised by Fixo in writing hereafter, use or disclose at any time the User’s own or any third party’s confidential information or intellectual property in connection with the Services or otherwise for or on behalf of Fixo.

5. Use of the Platform

By registering to use the Platform, subject to the terms, conditions, and restrictions of this Agreement, the User is granted the right to use the Platform solely for the internal, non-commercial purposes of seeking Customer Requests and performing Services in connection therewith, in accordance with this Agreement. The User agrees to comply with all applicable laws when using the Platform, and he or she shall use the Platform for lawful purposes only. The User acknowledges and agrees that he or she is solely responsible for all activity that occurs under the Account. The User may not (a) post, upload, publish, submit or transmit any User Generated Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, forged, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances; (b) use, display, mirror or frame the Platform or any individual element within the Platform, Fixo’s name, any Fixo trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Fixo’s express written consent; (c) access, tamper with, or use non-public areas of the Platform, Fixo’s computer systems, or the technical delivery systems of Fixo’s providers; (d) attempt to probe, scan or test the vulnerability of any Fixo system or network or breach any security or authentication measures; (e) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Fixo or any of Fixo’s providers or any other third party (including another user) to protect the Platform; (f) attempt to access or search the Platform or download content from the Platform through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software or search agents provided by Fixo or other generally available third-party web browsers; (g) send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation; (h) use any meta tags or other hidden text or metadata utilizing a Fixo trademark, logo URL or product name without Fixo’s express written consent; (i) use the Platform, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by this Agreement; (j) forge any Transmission Control Protocal/Internet Protocal packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform to send altered, deceptive or false sourceidentifying information; (k) attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform; (l) interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Platform; (m) collect or store any personally identifiable information from the Platform from other users of the Platform without their express permission; (n) impersonate or misrepresent your affiliation with any person or entity; (o) violate any applicable law or regulation; or (p) encourage or enable any other individual to do any of the foregoing.

6. Ownership Rights and Proprietary Information

a. Subject to the limited rights expressly granted hereunder, Fixo reserves and, as between the parties will solely own, (a) the Platform, the underlying technology and software provided in conjunction with the Platform, algorithms, interfaces, databases, tools, know-how, processes and methods used to provide or deliver the Platform, any documentation provided in connection with the Platform, (b) Aggregated Data, and (c) all improvements, modifications or enhancements to, or derivative works of, the foregoing, regardless of inventorship or authorship, all patent rights (including, without limitation, patent Platforms and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world in and to any of the foregoing, and all rights, title and interest in and to the foregoing. No rights are granted to the User hereunder other than as expressly set forth herein. b. The User agrees that during the period over which the User is to be providing the Services, he or she will not encourage or solicit any employee or Customer of Fixo to leave Fixo for any reason.

7. Warranties and Obligations

The User represents, warrants and covenants that: (i) the Services will be performed in a professional manner and that none of such Services nor any part of this Agreement is or will be inconsistent with any obligation the User may have to others; (ii) User shall not subcontract any portion of the work, including to an apprentice or trainee; (iii) The User has the full right to allow the User to provide Fixo with the assignments and rights provided for herein (and has written enforceable agreements with all persons necessary to give the User the rights to do the foregoing and otherwise fully perform this Agreement); (iv) The User shall comply with all applicable laws and regulations, and any Customer safety rules, policies, and procedures in the course of performing the Services; and (v) if the User’s work requires a right, consent, permission, or licence, the User has obtained that right, consent, permission, or licence and maintained the foregoing in full force and effect.

8. Avoidance of Conflict of Interest

The User represents and warrants that there exist no actual or potential conflicts of interest concerning the Services to be performed under this Agreement. The User has not brought and will not bring to Fixo or Customers, or use in the performance of the Services, any materials or documents of another party considered confidential unless User has first obtained written authorisation from such party for the possession and use of such materials and has received Fixo’s prior written consent to use such materials. The User further represents and warrants that it has full power and authority to enter into this Agreement and perform its obligations hereunder. 4 | Fixo Solutions Limited

9. Other Business Activities

The User may be engaged or employed in any other business, trade, profession or other activity while providing Services to Fixo and Customers, provided the User continues to abide by the terms of this Agreement.

10. Termination

This Agreement may be terminated immediately (a) by one party if the other party breaches a material provision of this Agreement, or (b) by Fixo if the User violates any law or regulation in connection with User’s performance of the Services or use of the Platform, or if User engages in conduct that Fixo, in its sole discretion, believes in good faith to be detrimental to its business interests. Either party may terminate this Agreement at any time, with or without cause, immediately upon notice. Provided the applicable Customer has remitted payment for such completed Services through the Platform, Fixo shall ensure the Platform remits such applicable Services Fees to the Fundi for all unpaid, undisputed amounts due for the Services completed prior to notice of such termination. This Agreement and any remedies for breach of this Agreement shall survive any termination or expiration. Fixo may communicate the obligations contained in this Agreement to any other client or employer of the User or Fundi.

11. User Content

a. The Platform may allow the User to store or share content such as text (in posts or communications with others), files, documents, graphics, images, audio and video, including the ratings and review described below. Anything (other than Feedback) that you post or otherwise make available through the Platform is referred to as “User Generated Content”. Fixo does not claim any ownership rights in any User Generated Content and nothing in this Agreement will be deemed to restrict any rights that User has in such User Generated Content.

b. By making any User Generated Content available through the Platform, the User hereby grants to Fixo a non-exclusive, transferable, worldwide, royalty-free licence, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform User’s User Generated Content in connection with operating and providing the Platform.

c. The User is solely responsible for all its User Generated Content. The User represents and warrants that he or she has (and will have) all rights that are necessary to grant Fixo the licence rights in such User Generated Content under this Agreement. The User represents and warrants that neither its User Generated Content, nor User’s use and provision of such User Generated Content to be made available through the Platform, nor any use of its User Generated Content by Fixo on or through the Platform will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

12. Ratings

Upon performance of Services or completion of a Customer Engagement, Customers may submit a rating or review about you. Such rating or review reflects the opinion of the Customer and is not verifiable by Fixo for accuracy. Customers may require access to ratings and reviews related to Services you perform. Notwithstanding anything to the contrary herein, Fixo may suspend or terminate your Account and your access to the Platform in the event of negative ratings or reviews of you by Customer(s), whereby this Agreement will automatically terminate for cause.

13. Feedback

We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Platform (“Feedback”). If the User chooses to submit Feedback, he or she agrees that Fixo is free to use such Feedback without any restriction or compensation to the User.

14. Email and Telephone Communications

You agree that Fixo may contact you as permitted by applicable law, including via email, telephone, and text or electronic message. This includes communications to provide our products and services, to provide you with updates or alerts, and to market our products and services. If you would like to inquire about opting out of communications from us, please contact us at info@Fixosolutions.com. However, please note that you will not be able to opt-out of certain communications from us (e.g. communications regarding transactions you have entered into or updates to our agreements).

15. Relationships Between Fixo, Users And the Customers

a. Fixo maintains a technology platform and marketplace and is not in the business of providing workers (whether independent Fundis or employees) to Customers or other third parties. The User understands and agrees that by creating and maintaining an Account on the Platform, the User receives only the ability to use the Platform to access Customers interested in receiving or having Fundis perform Services for such Customers, as well as related tools such as the ability to message those Customers or schedule appointments.

b. The User understands and agrees that, by using the Platform, they are customers of Fixo, and are not Fixo employees, joint ventures, partners, or agents.

c. Notwithstanding any provision hereof, the User is an independent Fundi and is not an employee, agent, partner or joint venturer of Fixo or any Fixo Customer, and shall not bind nor attempt to bind Fixo or any Fixo Customer to any contract beyond the terms of this Agreement. Nothing in this Agreement shall be interpreted or construed as creating or establishing a relationship of employer and employee between Fixo or any Fixo Customer and User, or any employee or agent of the User. As an independent Fundi, the User is solely responsible for determining which Open Requests the User will choose to accept and how, when and where the User will provide the Services under this Agreement. Fixo will provide no supervision and will have no control over the manner in which the User performs the Services. Fixo will not set the User’s work hours and location of work. Fixo reserves the right to publish to Customers information concerning rates and compensation amounts offered or paid by other Customers for work assignments either by skill, or location, or otherwise, and such information may or may not be used by Fixo in setting compensation amounts. Further, the User must provide all equipment, tools, material and labour that may be necessary to perform the Services. Fixo has no obligation to provide the User with any equipment, tools, training, material or labour to perform the Services and, unless Fixo elects otherwise in its sole discretion, will only (subject to the terms and condition stated herein) provide the User with access to the Platform for purposes of enabling the User to access and accept (if the User so chooses) Customer Requests and engage in incidental, related activities (if the User so chooses). The User shall not be eligible to participate in any employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs offered by Fixo. Fixo shall not provide disability insurance, Social Security or unemployment compensation coverage or any other statutory benefit to the User.

d. The User shall comply at his or her expense with all applicable provisions of workers’ compensation laws, unemployment compensation laws, Social Security, income tax laws, and all other applicable laws, regulations and codes relating to terms and conditions of employment required to be fulfilled by employers or independent Fundis. The User will ensure that its employees, Fundis and others involved in the Services, if any, are bound in writing to the foregoing, and to all of the User’s obligations under any provision of this Agreement, for the benefit of Fixo and Customers, and the User will be responsible for any noncompliance by them. The User shall be responsible for and shall indemnify Fixo against all such taxes or contributions including penalties and interest. Fixo may collect Withholding Tax or any other tax, fees or levies required, at the rate prescribed by the Kenya Revenue Authority (KRA) or any other collecting authority or regulatory body.

e. As an independent Fundi, the User is solely and exclusively responsible for the User’s own insurance. Specifically, in the event that the User is injured while working in the course and scope of an engagement sourced through Fixo, the User acknowledges and understands that he or she will not be covered by any workers compensation insurance coverage that Fixo may provide to its employees. Further, in the event that the User’s actions cause an injury to a third party while the User is working in the scope of performing an engagement sourced through Fixo, the User acknowledges and understands that he or she will not be covered by any general liability or automobile liability insurance coverage that Fixo may have, and that Fixo is not making any commitment to defend and/or indemnify User in such circumstances, and specifically denies such obligation. All Fundis should have insurance coverage in order to perform Services.

f. The User agrees to indemnify and hold Fixo, its affiliates and their respective directors, officers, agents and employees harmless to the extent of any obligation imposed on Fixo (i) to pay withholding taxes or similar items or (ii) resulting from the User’s being determined not to be an independent Fundi. The User further agrees to indemnify and hold Fixo, its affiliates and their respective directors, officers, agents and employees harmless from and against all claims, demands, losses, damages and judgments, including court costs and lawyers’ fees, arising out of or based upon any breach or alleged breach by the User of any representation, warranty, certification, covenant, obligation or other agreement set forth in this Agreement.

16. Fees and Payment Terms

a. As between you and each Customer, the amounts due and payable by a Customer for your Services (“Services Fees”) are determined between the parties. Fixo will use its commercially reasonable efforts to remit any applicable Services Fees to you which are paid for by an applicable Customer, however, Fixo shall not be responsible or liable for any such Services Fees, including the payment or non-payment of any Service Fees by any Customer or ensuring that any such Services Fees are paid to you. When a Customer pays you for a Customer Engagement using the Platform, payment will be made immediately available to your Account on the Platform, less any tax, fees, levies or costs.

b. You are solely responsible for all costs incurred by you in using the Platform and performing Services and determining, collecting, reporting, and paying all applicable Taxes. As used herein, “Taxes” means the taxes, duties, levies, tariffs, and other governmental charges that a User may be required by law to collect and remit to governmental agencies, and other similar county and national indirect or other withholding and personal or corporate income taxes.

c. We reserve the right to charge fees in connection with insurance and related liability coverages and requirements (“Trust and Safety Fees”). We further reserve the right to make any changes to such Trust and Safety Fees at our sole discretion.

d. We may offer you promotional rewards and incentives, including in the form of monetary compensation, gift cards, or other forms of rewards or incentives, in connection with your use of the Platform (“Rewards”). Rewards are not and will not be deemed compensation for Services or any Customer Engagement. Each offer of a Reward is a privilege granted to you by Fixo and as such can be suspended, revoked, or terminated at any time by Fixo for any reason or for no reason. In the event of termination of any offered Reward prior to remittance of such Reward to you, all such Rewards will automatically and immediately be forfeited.

e. The Platform allows you to view applicable fees associated with each Customer Engagement (e.g, those which are or may be owed to you) in your Fixo Account through a dashboard interface (“Transaction Details”). You are responsible for monitoring your Transaction Details for accuracy. Fixo may update the information in the Transaction Details at any time based on additional information we receive after the Services applicable to such Customer Engagement is complete.

f. Fixo reserves the right to report any activity occurring using the Platform to relevant tax authorities including the Kenya Revenue Authority (“KRA”) as required under applicable law. You are solely responsible for maintaining all relevant Tax records and complying with any reporting requirements you may have as related to our Platform. You are further solely responsible for independently maintaining the accuracy of any record submitted to any tax authority including any information derived from the Platform.

g. Subject to this Agreement, the Platform may facilitate payments to, and refunds from, Users, including you. In order to use such a payment feature, you will have to include in your Account, a duly registered mobile money number or a bank account number whereby any funds may be settled through, and it is your responsibility to ensure that all information regarding such number is accurate, complete and up-to-date.

h. All payments will be in Kenya Shillings or any other local currency as shall be determined by fixo based on the location of the Customer or the Fundi.

i. We reserve the right to offset future payments to you (“Payment Holdbacks”) in certain cases including without limitation: (a) where your Account is subject to excessive chargebacks resulting in additional costs or fees from the Payment Processor; (b) where the Payment Processor withholds a percentage of a payment as a reserve, for example, as a result of actual or suspected fraudulent activity; or (d) in certain cases where we decide, in our sole discretion, that it is prudent or necessary to reverse a transaction. We further reserve the right to implement Payment Holdbacks to you if payments are deemed suspicious or fraudulent, at our sole discretion. We will notify you that you are subject to a Payment Holdback and we may require that you provide supporting documentation or information related to the relevant payment(s) and corresponding Job(s). If you do not provide such supporting evidence within the requested time frame, we reserve the right to refund the payment and transfer any available funds from your Platform Account or otherwise take any action we feel is reasonably necessary to comply with our compliance standards, including those imposed by any relevant financial institution, our Payment Processor, or the debit card network rules, as well as any applicable law.

 j. You are solely responsible for the information you provide in connection with payments and refunds processed via the Platform. We will not be liable for failure to complete any payment or refund from or to your Account if you provide inaccurate or incomplete information regarding the payment or refund. Subject to applicable law, we reserve the right to send any delinquent, past due, or any other Account that is in default to collections agencies to recover such past due amount.

17. Third Party Payment Processing Services

Payment processing services for Users are provided by a third party provider. As a condition of Fixo enabling payment processing services through such a provider, the User agrees to provide Fixo accurate and complete information about himself or herself, and the User authorises Fixo to share it and transaction information related to User’s use of the payment processing services provided by the provider. Fixo utilises mobile money or bank account transfer to deliver payments to Users. Such payment services are subject to the respective Third Party Providers Terms of Service and Privacy Policy.

18. Relationship with Customers

You acknowledge and agree that your provision of Services to a Customer creates a direct business relationship between you and the Customer. Fixo is not responsible or liable for the actions or inactions of any Customer in relation to you or your activities. You are responsible for any obligations or liabilities to Customers that may arise from your provision of Services, and you agree to indemnify Fixo and any of their respective subsidiaries and affiliates and the directors, officers, employees, and agents thereof for any liability that they may incur, individually or collectively, as a result of any action or omission by you in the performance of Services. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper to mitigate such risks.

19. Rights and Terms

a. Subject to your compliance with this Agreement, Fixo grants you a limited non-exclusive, non-transferable, non-sublicensable right to download and install a copy of the Platform on a mobile device or computer that you own or control and to run such copy of the Platform solely for User’s personal non-commercial purposes of seeking Customer Requests and performing Services in connection therewith. Except as expressly permitted in this Agreement, you may not: (a) copy, modify or create derivative works based on the Platform; (b) distribute, transfer, sublicense, lease, lend or rent the Platform to any third party; (c) reverse engineer, decompile or disassemble the Platform (unless applicable law permits, despite this limitation); or (d) make the functionality of the Platform available to multiple users through any means.

20. Indemnification

The User agrees to defend, indemnify and hold harmless Fixo and its affiliates, and their officers, directors, employees, agents, successors and permitted assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, attorneys’ fees or expenses of whatever kind (including reasonable lawyers' fees) arising out of or resulting from (a) bodily injury, death of any person or damage to real or tangible, personal property resulting from User’s acts or omissions; (b) The User’s breach of any representation, warranty or obligation under this Agreement, (c) your provision of Services, (d) your use of the Platform, and any User Content, and (e) your negligence, willful misconduct, or violation of applicable laws or regulations. To the extent allowed by law, Fixo may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to User.

21. Limitations of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER FIXO NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Fixo OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

22. Warranty Disclaimers

a. THE PLATFORM IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, FIXO EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Fixo makes no warranty that the Platform will meet your requirements or be available on an uninterrupted, secure, or error-free basis. Fixo makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Platform.

b. Your use of the Platform and content on the Platform, and your engagement with any Customer is at your sole risk and discretion and Fixo hereby disclaims any and all liability to you, any other users of the Platform, or any third party relating thereto.

c. FIXO UNDERTAKES NO OBLIGATION UNLESS EXPRESSLY SET FORTH IN THESE TERMS. FIXO DOES NOT MAKE ANY ASSURANCES OR GUARANTEES OF ANY REVENUE OR OTHER BENEFITS TO YOU OR ANY OTHER USER OF THE Platform.

23. Disputes with Customers

Fixo is not a party to any relationship between you and any Customer, or in the delivery or completion of Services. In the event that you have a dispute with any Customer, you agree to address such dispute directly with the Customer. You release Fixo (and Fixo’s officers, directors, agents, investors, subsidiaries, and employees) (collectively “Releasees”) from, and covenant not to sue Releasees for any and all claims, demands, or damages (actual or consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.

24. Assignment

This Agreement and the Services contemplated hereunder are personal to THE User and THE User shall not have the right or ability to assign, transfer or subcontract any rights or delegate any obligations or duties under this Agreement without the written consent of Fixo. Any attempt to do so shall be void. Fixo may fully and freely assign and transfer this Agreement and/or delegate its obligations or duties hereunder, in whole or in part.

25. Notice

All notices under this Agreement shall be in writing and shall be deemed given when delivered to the email provided by either party on the Platform, or to such other email address as such party last provided to the other by written notice, or if to Fixo, to the below:

Fixo Solutions Limited

P.O. Box 1956 - 00606

Nairobi, Kenya.

info@fixosolutions.com

26. Arbitration and Equitable Relief

a. Fixo and the User mutually agree to resolve any legal disputes, past, present or future, between them, or between User and any of Fixo’s employees, agents, parents, subsidiaries, affiliates, successors, or assigns, exclusively through final and binding individual arbitration instead of a court or jury trial, and not in a class, collective, representative, or consolidated action or proceeding.

b. Except as specifically provided below with respect to the Class, Collective and Representative Action waiver, this arbitration agreement shall apply to any and all claims arising out of or relating to this Agreement (including without limitation the scope, enforceability, validity, or conscionability of this arbitration agreement itself), the User’s classification as an independent Fundi, User’s use of the Platform, User’s provision of Services, the payments received by User for providing Services, the termination of this Agreement, and all other aspects of the User’s relationship with Fixo.

27. Miscellaneous

a. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.

b. No changes or modifications or waivers to this Agreement will be effective unless in writing

c. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

d. Paragraph titles are provided for reference purposes only, and do not affect the substantive provisions of this Agreement.

28. Entire Agreement

This Agreement, the Fundi Terms of Use Agreement, constitute the entire agreement between the parties and supersede all previous agreements or representations, written or oral, with respect to the subject matter hereof. User represents and warrants that User is not relying on any statement or representation not contained in this Agreement. To the extent any terms set forth in any exhibit or schedule conflict with the terms set forth in this Agreement, the terms of this Agreement shall control unless otherwise expressly agreed by the Parties in such exhibit or schedule.

By continuing to use the Platform, the User acknowledges and agrees to abide by these Terms of Use Agreement.