User Agreement
PLEASE READ THIS USER AGREEMENT CAREFULLY TO KNOW YOUR RIGHTSAND OBLIGATIONS

This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) and Vigour Contingent Private Limited (“Workflexi,” “we,” or “us”). You should read and accept all of the terms and conditions contained in this Agreement to be a User of our website located at www.workflexi.in.

Subject to the conditions set forth herein, Workflexi may, in its sole discretion, amend this Agreement and any of the other agreements that comprise the Terms of Service at any time by posting a revised version on the Site. Any revisions to the Terms of Service will take effect on the noted effective date (01-01-2020).

YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE.

IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.

1.         ACCOUNTS

 

Points to agree before using the Site or Site Services and the types of accounts that can be created on the Site areas follows:

 

1.1       REGISTRATION 

            By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.

            Workflexi reserves the right to decline any registration to join Workflexi or to add an Account of any type (i.e., as a Client or Gig-worker).

            If you create an Account as a gigworker on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company.

            When you register on Workflexi, you will be able to perform tasks as an Individual gig worker, a Company gig worker, Individual hirer, Company hirer.

Additionally Workflexi creates a Unique Virtual account for the user on the platform to make money transfers.

1.2       ELIGIBILITY

            Workflexi offers the Site and Site Services for your use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you: (a) are an employee or agent of and authorized to act for and bind an independent business; (b) will use the Site and Site Services for purposes which is legal only; (c) will comply with all the terms and conditions of Workflexi; and (d) are either a legal entity or an individual who is 18 years or older in each case who can form legally binding contracts.

 

1.3       PROFILE

            To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.

 

            1.4       TYPES

            There are different Account types. Once you register for one Account type, you can add the other Account types under the same credentials (i.e username and password). For example, if you already have a Gig-worker Account (as defined), you can add a Client Account (as defined) as a separate account type in settings without re-registering. Each person is entitled to have only one Account unless permission in writing is granted by Workflexi. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked Accounts without notice if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.

 

 

 

1.4.1   CLIENT ACCOUNT

            You can register for an Account or add an Account type to use the Site and Site Services as a Client (a “Client Account”). Each User under a Client Account (“Team Member”) can be given different permissions to act on behalf of the Client Account.

 

1.4.2   Company Gigworker.

            Gig-worker: You can register for an Account or add an Account type to use the Site and Site Services as a Gig-worker (a “Gig worker  Account”).

            Company gigworker is A specific type of Gig-worker Account you can add is an “Company gigworker”, the owner of which is referred to as a “Company”. An Company gigworker Account allows permissions to be granted to Users under the Company gigworker Account which can be given different permissions to act on behalf of the Company (each, a “Company Member”).

            You acknowledge and agree that the Company is solely responsible, and assumes all liability, for: (a) the classification of your Company members as employees or independent contractors; and (b) paying your Company Members in accordance with applicable law for work performed on behalf of the Company for Projects. You further acknowledge and agree that (i) the Agency may determine the Profile visibility and pricing/rate information of any of its Company Members; and (ii) Company Members’ Profiles may display work history that includes work done under the Company Account, including after the Company Member is no longer a Company Member.

1.5       PERMISSIONS

            You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Company Member, you represent and warrant that: (a) the User is authorized to act on your behalf; and (b) you are fully responsible and liable for the User’s acts and omissions, including for obligations and liabilities relating to making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site and Site Services. Upon closure of an Account, Workflexi may close any or all related Accounts.

1.6       IDENTITY

            When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Workflexi. You authorize Workflexi, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must within reasonable time provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents. During verification some Account features may be temporarily limited. When a verification is successfully completed, Account features will be restored.

1.7       CREDENTIALS

            Each person who uses the Site must register for their own Account. When you register for an Account, you will be asked to choose your credentials i.e username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your credentials. You agree not to share your credentials with any person, and, if you are a legal entity who is not a natural person, to only share your credentials with a person who is authorized to use your Account. You authorize Workflexi to assume that any person using the Site with your credentials, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the credentials of another User of the Site if (a) you are not authorized to use both or (b) the use would violate the Terms of Service.

 

2.         PURPOSE

 

The Site is a marketplace where Clients and Gig-workers can identify each other and advertise, buy, and sell Gig-worker Services online. Subject to the Terms of Service, Workflexi provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract.

2.1       RELATIONSHIP WITH WORKFLEXI

            Workflexi merely makes the Site and Site Services available to enable Gig-workers and Clients to find and transact directly with each other. Workflexi does not introduce Gig-workers to Clients, select Projects for Gig-workers, or select Gig-workers for Clients. Through the Site and Site Services, Gig-workers may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Gig-workers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client or Gig-worker on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and Workflexi is not a party to that Service Contract.

            You acknowledge, agree, and understand that Workflexi is not a party to the relationship or any dealings between Client and Gig-worker. Without limitation, Users are solely responsible for: (a) ensuring the accuracy and legality of any User Content; (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions); (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts; (d) performing Gig-worker Services; and/or (e) paying for Gig-worker Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information (as defined). Workflexi does not make any representations about or guarantee the truth or accuracy of any Gig-worker’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Gig-workers or Clients; and does not perform background checks on or guarantee the work of Gig-workers or Clients. You acknowledge, agree, and understand that Workflexi does not, in any way, supervise, direct, control, or evaluate Gig-workers or their work and is not responsible for any Project, Project terms or Work Product. Workflexi makes no representations about and does not guarantee, and you agree not to hold Workflexi responsible for, the quality, safety, or legality of Gig-worker Services; the qualifications, background, or identities of Users; the ability of Gig-workers to deliver Gig-worker Services; the ability of Clients to pay for Gig-worker Services; User Content and statements or posts made by Users; or the ability or willingness of a Client or Gig-worker to actually complete a transaction. While Workflexi may provide certain scores on Gig-worker or Client profiles, such scores are not a guarantee or warranty of quality or ability or willingness of the scored Gig-worker or Client to complete a Service Contract and is not a guarantee of any kind, including, the quality of Gig-worker Services or Client Project.

            You also acknowledge, agree, and understand that Gig-workers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Gig-worker Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of Workflexi, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Workflexi will not have any liability or obligations, including under or related to Service Contracts and/or Gig-worker Services for any acts or omissions by you or other Users; (iii) Workflexi does not, in any way, supervise, direct, or control any Gig-worker or Gig-worker Services; does not impose quality standards or a deadline for completion of any Gig-worker Services; and does not dictate the performance, methods or process Gig-worker uses to perform services; (iv) Gig-worker is free to determine when and if to perform Gig-worker Services, including the days worked and time periods of work, and Workflexi does not set or have any control over Gig-worker’s pricing, work hours, work schedules, or work location, nor is Workflexi involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Gig-worker for a Project; (v) Gig-worker will be paid at such times and amounts as agreed with a Client in a given Service Contract, and Workflexi does not, in any way, provide or guarantee Gig-worker a regular salary or any minimum, regular payment; (vi) Workflexi does not provide Gig-workers with training or any equipment, labour, tools, or materials related to any Service Contract; (vii) Workflexi does not provide the premises at which Gig-workers will perform the work; (viii) unless otherwise agreed with their Client, Gig-workers may use subcontractors or employees to perform Gig-worker Services by delegating work on fixed-price contracts or by agreeing with their Clients to have hourly contracts for Gig-worker’s subcontractor(s) or employee(s); and (ix) Workflexi does not provide shipping services for any physical Work Product. If a Gig-worker uses subcontractors or employees, Gig-worker further agrees and acknowledges that this Section applies to Workflexi’s relationship, if any, with Gig-worker’s subcontractors and employees as well and Gig-worker is solely responsible for Gig-worker’s subcontractors and employees.

            Without limiting the foregoing paragraph, if you are a company or Company gigworker, you expressly acknowledge, agree, and understand that: (1) the Company is solely responsible for paying its Company Members for work performed on behalf of the Company and that such payments will not be made through the Site; (2) Workflexi is not a party to any agreement between the Company and its Company Members and does not have any liability or obligations under or related to any such agreement, even if the Company or Company Member defaults; (3) neither Companies nor Company Members are employees or agents of Workflexi; (4) Workflexi does not, in any way, supervise, direct, or control the Company or Company Members; (5) Workflexi does not set Companies’ or Company Members’ contract terms amongst themselves or with Clients (including determining whether the contract will be hourly or fixed price), fees, pricing, work hours, work schedules, or location of work; (6) Workflexi does not provide Companies or Company Members with training or any equipment, labour, tools, or materials needed for any Service Contract; (7) Workflexi does not provide the premises at which the Companies or Company Members will perform the work; and (8) Workflexi makes no representations as to the reliability, capability, or qualifications of any Company or Company Member or the ability or willingness of any Company to make payments to or fulfil any other obligations to Company Members, and Workflexi disclaims any and all liability relating thereto.

            Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose, provided, if applicable, Users comply with the Opt Out provisions described in Section 7. Users are free at all times to engage in such other business activities and services and are encouraged to do so.

2.2       TAXES AND BENEFITS

            Gig-worker acknowledges and agrees that Gig-worker is solely responsible (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Gig-worker is not covered by or eligible for any insurance from Workflexi; (c) for determining whether Gig-worker is required by applicable law to issue any particular invoices for the Gig-worker Fees and for issuing any invoices so required; (d) for determining whether Gig-worker is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Gig-worker Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of India, for determining, if Workflexi is required by applicable law to withhold any amount of the Gig-worker Fees and for notifying Workflexi of any such requirement and indemnifying Workflexi for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Workflexi, Gig-worker agrees to promptly cooperate with Workflexi and provide copies of Gig-worker’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Gig-worker is engaging in an independent business as represented to Workflexi.

2.3       MARKETPLACE FEEDBACK AND USER CONTENT

 

            You hereby acknowledge and agree that Users publish and request Workflexi to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Gig-workers or Clients voluntarily submit to Workflexi and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Workflexi; Workflexi provides such information solely for the convenience of Users.

            You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that Workflexi post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score, wherever referenced, and other User Content highlighted by Workflexi on the Site or otherwise (“Composite Information”), if any, may include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that Workflexi will make Composite Information available to other Users, including composite or compiled feedback. Workflexi provides its feedback system as a means through which Users can share their opinions of other Users publicly, and Workflexi does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.

            Workflexi does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content. Workflexi is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Workflexi reserves the right (but is under no obligation) to remove posted feedback or information that, in Workflexi’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Workflexi. You acknowledge and agree that you will notify Workflexi of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, Workflexi may rely on the accuracy of such information.

3.         CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND GIG-WORKER

            

            3.1       SERVICE CONTRACTS

            If a Client and Gig-worker decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Gig-worker. Client and Gig-worker have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that Workflexi is not a party to any Service Contract, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Workflexi and any User or a partnership or joint venture between Workflexi and any User.

            With respect to any Service Contract, Clients and Gig-workers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand Workflexi’s rights and obligations under the Terms of Service, including this Agreement. Workflexi expressly disclaims any and all liability with respect to actions or omissions based on the Service Contract.

3.2       DISPUTES AMONG USERS

            For disputes arising between Clients and Gig-workers, you agree to abide by the dispute process that is explained hereunder that apply to your particular Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Workflexi will not and is not obligated to provide any dispute assistance beyond what is provided hereunder.

            If Gig-worker or Client intends to obtain an order from any arbitrator or any court that might direct Workflexi to take or refrain from taking any action with respect to any payment, that party will (a) give us at least five business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting Workflexi, we be paid in full for any amounts to which we would otherwise be entitled; and (c) include in any such order a provision that, as a precondition to any obligation affecting Workflexi, Workflexi be paid for the reasonable value of the services to be rendered pursuant to such order.

 

3.3       CONFIDENTIAL INFORMATION

            Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Service Contract. If and to the extent that the Users do not articulate any different agreement with regard to confidentiality, then they agree that this Section 3.3 (Confidential Information) applies.

            To the extent a User provides Confidential Information to another User, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.

4.         WORKER CLASSIFICATION

Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Workflexi and a User.

Client is solely responsible for and has complete discretion with regard to selection of any Gig-worker for any Project. Client is solely responsible for and assumes all liability for determining whether Gig-workers should be engaged as independent contractors or employees of Client and engaging them accordingly. Client warrants its decisions regarding classification are correct and its manner of engaging Gig-workers complies with applicable laws, regulations, and rules. Workflexi will have no input into, or involvement in, worker classification as between Client and Gig-worker and Users agree that Workflexi has no involvement in and will have no liability arising from or relating to the classification of a Gig-worker generally or with regard to a particular Project.

5.         WORKFLEXI FEES

 

5.1       FEES FOR GIG-WORKERS

            

            Service Fees: Gig-workers will pay Workflexi a service fee of 10% of the amount earned through Workflexi (the “Service Fees”). The Service Fees (to use the Site Services) are paid solely by Gig-worker. When a Client pays a Gig-worker for a Project or when funds related to a Project are otherwise released to a Gig-worker from Workflexi Gig-worker for the full amount paid or released by the Client, and then subtract and disburse to Workflexi the Service Fee. Gig-worker hereby irrevocably authorizes and instructs Workflexi to deduct the Service Fee before making payment to the Gig-worker. In the event the Gig-worker chooses to withdraw funds in a currency other than Indian Rupees, there may also be a foreign currency conversion charge imposed by Workflexi and the rate may differ from rates that are in effect on the date of the payment and you may be able to obtain a better rate from your bank or financial institution.

            In addition to fees charged by Workflexi, your disbursement method may also charge activation, maintenance, or other account fees.

5.2       CLIENT FEES

            Clients pay Workflexi a fee of 2% of the amount transacted as processing fee for payment processing and administration related to the Gig-worker Fees they pay to Gig-workers they engage through the Site, as described on this Site.

5.3       TAXES

            Workflexi may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or GST in the jurisdiction of the Gig-worker (the “Taxes“). In such instances, any amounts Workflexi is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to Workflexi under the Terms of Service.

5.4       NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS

            Workflexi does not introduce Clients to Gig-workers and does not help Gig-workers secure Projects. Workflexi merely makes the Site and Site Services available to enable Gig-workers to do so themselves and may from time to time highlight Projects that may be of interest. Therefore, Workflexi does not charge a fee when a Gig-worker finds a suitable Client or finds a Project. In addition, Workflexi does not charge any fee or dues for posting public feedback and composite or compiled feedback, including Composite Information.

6.         PAYMENTS 

6.1       VIRTUAL ACCOUNTS

Workflexi creates Unique Virtual accounts for each user, who registers on the site. Virtual accounts are created by our third-party partner Decentro Tech Private limited and powered by ICICI Bank Private Limited. Virtual accounts contain: User’s Name, Virtual Account number and ISFC code. Virtual accounts are exclusive to Workflexi and are not to be mistaken with bank accounts. All hirers transfer the gig fee from their Savings or Current Account to their Virtual Account. 

6.2       CLIENT PAYMENTS ON SERVICE CONTRACTS

 

6.2.1   Client becomes obligated to pay applicable amounts to Workflexi immediately upon sending an offer (for the full amount or for the first milestone, if milestones are used) or upon activating any additional milestone via the Unique Virtual Account which is connected to the clients Workflexi Wallet. When Client authorizes the payment of the Gig-worker Fees on the Site, Client automatically and irrevocably authorizes and instructs Workflexi to charge Client’s Payment Method for the Gig-worker Fees.

6.3       DISBURSEMENTS TO GIG-WORKERS ON SERVICE CONTRACTS

Workflexi will disburse funds to the Gig-worker within 24 hours of the Client authorising the payment release.

6.4       NON-PAYMENT

If Client is in “default”, meaning the Client fails to pay the Gig-worker Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of Workflexi), Workflexi will be entitled to the remedies described in this Section 6.3 in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Gig-worker Fees when due; (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days after accrual of the charge; (c) Client fails to pay an invoice issued to the Client by Workflexi within the time period agreed or, if no period is agreed, within 30 days; (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by Workflexi for Gig-worker Fees or such other amount due being reversed to the Client; or (e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account.

If Client is in default, we may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Site and Site Services, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Gig-worker Services from other Users through the Site. However, Client will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, Client must pay Workflexi upon demand for any amounts owed, plus interest at two percent (2%) per month, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.

At our discretion and to the extent permitted by applicable law, Workflexi may, without notice, charge all or a portion of any amount that is owed on any Account to Workflexi or as Gig-worker Fees or otherwise to any Payment Method on file on the Client’s Account; set off amounts due against other amounts received from Client or held by for Client by Workflexi; make appropriate reports to credit reporting agencies and law enforcement authorities; and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.

Workflexi does not guarantee that Client is able to pay or will pay Gig-worker Fees and Workflexi is not liable for Gig-worker Fees, if Client is in default. Gig-worker may pursue such other remedies against Client as Gig-worker chooses. If Workflexi recovers funds from a Client in default pursuant to this Section 6.3, Workflexi will disburse any portion attributable to Gig-worker Fees to the applicable Gig-worker to the extent not already paid by Client or credited by Workflexi through any Payment Protection program.

6.5. Cancellation Policy

6.5.1. Client-Initiated Cancellations

• Before Acceptance:
  • Clients can cancel a gig at any time before a gigworker accepts it without any penalty or charges.
• After Acceptance but Before Work Commences:
  • Clients can cancel the gig within 24 hours after the gigworker accepts it. A cancellation fee of 2% of the gig amount (up to a maximum of INR5000) will be charged to the client.
• After Work Commences:
  • If the client cancels the gig after the gigworker has started work, the client is responsible for paying for any work completed up to the cancellation point. A cancellation fee of 10% of the remaining gig amount will also be charged.

6.5.2. Gigworker-Initiated Cancellations

• Before Work Commences:
  • Gigworkers can cancel the gig within 24 hours of accepting it without any penalty. If the gigworker cancels after this period but before starting work, a cancellation fee of 10% of the gig amount will be charged to the gigworker.
• After Work Commences:
  • Gigworkers must complete any started work unless they have a valid reason (e.g., illness, unforeseen emergencies). If a gigworker cancels a gig after starting work without a valid reason, they may forfeit payment for the work completed and could face additional penalties or account suspension

6.6. Refund Policy

6.6.1. Full Refunds

• Client-Initiated Full Refunds:
  • Clients are eligible for a full refund if the gig is cancelled before the gigworker accepts it or if the gigworker fails to start the work within the agreed timeframe or the gigworker absconds. The refund will be done within 15 business days.

6.6.2. Partial Refunds

• Work Not as Described:
  • If the completed work is not as described in the gig requirements, clients can request a partial refund. The amount will be determined based on the extent of the discrepancy and any completed work that meets the requirements. The refund will be done within 15 business days.
• Quality Issues:
  • If the quality of the work is significantly below the expected standard, clients can request a partial refund. The platform’s dispute resolution team will evaluate the quality and determine an appropriate refund amount. The refund will be done within 15 business days.

6.6.3. No Refunds

• Change of Mind:
  • No refunds will be issued if the client changes their mind about the gig after the gigworker has started work and the work meets the agreed specifications.
• Missed Deadlines by Gigworkers:
  • If a gigworker misses the agreed deadline, clients can request a partial refund proportionate to the delay, but not a full refund unless the delay renders the work useless. The refund will be done within 15 business days.

6.7. Dispute Resolution

• Any disputes regarding cancellations or refunds will be handled by the platform’s dispute resolution team. Both clients and gigworkers are encouraged to provide evidence to support their claims.
• The decision of the dispute resolution team is final and binding.

6.7.1. Contact Information

For any questions or concerns regarding cancellations or refunds, users can contact our customer support team at contact@workflexi.in

By using the gig hiring platform, you agree to comply with this Cancellation and Refund Policy.

Policy Amendments

• This policy may be amended from time to time. Users will be notified of any significant changes via email and through a notice on our platform.
• Continued use of the platform after changes are made constitutes acceptance of the new terms.

This policy ensures clarity and fairness, addressing various scenarios that might arise during gig transactions. It helps protect both clients and gigworkers while maintaining the integrity and trustworthiness of the platform

 

6.8       PAYMENT METHODS

In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.

Client hereby authorizes Workflexi as applicable, to run Net Banking and UPI Methods to make payments to the Gig-workers via the Unique Virtual Account.

By providing Payment Method information through the Site and authorizing payments with the Payment Method, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to make payments using the Payment Method(s); (c) if Client is an employee or agent of a company or person that owns the Payment Method, that Client is authorized by the company or person to use the Payment Method to make payments on Workflexi; and (d) such actions do not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law.

When Client authorizes a payment using the Unique Virtual Account via the Site, Client represents and warrants that there are sufficient funds available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.

Workflexi is not liable to any User if Workflexi does not complete a transaction as a result of any limit by applicable law or your financial institution, or if a financial institution fails to honour any credit or debit to or from an account associated with such Payment Method. Workflexi will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement.

 

 

7.         NON-CIRCUMVENTION

7.1       MAKING PAYMENTS THROUGH WORKFLEXI

You acknowledge and agree that a substantial portion of the compensation Workflexi receives for making the Site available to you is collected through the Service Fee described in Section 5.1 and that in exchange a substantial value to you is the relationships you make with other Users when you identify or are identified by another person through the Site or Site Services. Workflexi only receives the Service Fee when a Client and a Gig-worker pay and receive payment through the Site. Therefore, except as set out in Section 7.2, for 36 months from the start of an Workflexi Relationship (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that person or arising out of your relationship with that person and not to circumvent the Payment Methods offered on the Site unless you pay a fee to take the relationship off of the Site (the “Conversion Fee”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another person through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business or its successor when acting in that capacity with respect to the other User.

By way of illustration and not in limitation of the foregoing, you agree not to:

•        Offer or solicit or accept any offer or solicitation from parties identified through the Site to contract, hire, invoice, pay, or receive payment in any manner other than through the Site.

•        Invoice or report on the Site or in a Conversion Fee request an invoice or payment amount lower than that actually agreed, made, or received between Users.

•        Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments other than through the Site.

You agree to notify Workflexi immediately if a person suggests to you making or receiving payments other than through the Site in violation of this Section 7 or if you receive unsolicited contact outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Workflexi.

You acknowledge and agree that a violation of any provision in this Section 7.1 is a material breach of the Terms of Service. Your Account may be permanently suspended and charged the Conversion Fee (defined above) if you violate this Section 7.1. If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Conversion Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.

7.2       COMMUNICATING THROUGH THE SITE; NOT SHARING CONTACT DETAILS

The provisions of this Section 7.2 apply to any interaction between Users where the Client has a Basic or Plus Account. The provisions of this Section 7.2 do not apply to any interaction between Users where the Client is an Enterprise Client. For purposes of the Terms of Service, “Enterprise Client ” means a Client, including a legacy Enterprise client or a Workflexi Business Client.

For Users subject to this Section 7.2, Users agree to use the communication services available on the Site to communicate with other Users prior to entering into a Service Contract. You agree that prior to entering into a Service Contract, you (a) will use Workflexi as the sole manner to communicate with other Users; (b) will not provide your Means of Direct Contact (defined below) to any other User or another person that you identified or were identified by through the Site; (c) will not use Means of Direct Contact of another user to attempt to or to communicate with, solicit, contact, or find the contact information of a User outside of Workflexi; (d) will not ask for, provide, or attempt to identify through public means the contact information of another User; and (e) you will not include any Means of Direct Contact (defined below) or means by which your contact information could be discovered in any profile, proposal, job posting, invitation, or pre-hire communication through the Site’s communications services (including in each case in any attached file), except as otherwise provided on the Site.

For purposes of the Terms of Service “Means of Direct Contact” means any information that would allow another person to contact you directly, including, without limitation, phone number, email address, physical address, a link to a contact form or form requesting contact information, any link to an applicant management system or means to submit a proposal or application outside of the Site, or any information that would enable a user to contact you on social media or other website or platform or application that includes a communications tool, such as LinkedIn, Facebook. For the avoidance of doubt, information is a Means of Direct Contact if it would enable another user to identify any of the information above through other sources, such as going to a website that included an email address or identifying you on social media, such as through Facebook or LinkedIn.

You acknowledge and agree that a violation of any provision of this Section 7.2 is a material breach of the Terms of Service. Your Account may be permanently suspended if you violate this Section 7.2.

 

7.3       OPTING OUT

You may opt out of the obligations in Section 7.1 with respect to each Workflexi Relationship only if the Client or Gig-worker pays Workflexi a Conversion Fee which is a minimum of INR10,000 and up to INR100,000 for each Workflexi Relationship.

You agree that the Conversion Fee is 15% of the estimated earnings over a twelve (12) month period. 

The Conversion Fee may be calculated differently for Workflexi Relationships when the Client is an Enterprise Client if the Enterprise Client contract with Workflexi provides for different terms.

To inquire about or pay the Conversion Fee, send an email message to Workflexi.

You understand and agree that if Workflexi determines, in its sole discretion, that you have violated Section 7, Workflexi may, to the maximum extent permitted by law (a) charge your Payment Method the Conversion Fee (including interest) if permitted by law or send you an invoice for the Conversion Fee (including interest), which you agree to pay within 30 days, (b) close your Account and revoke your authorization to use the Site and Site Services, and/or (c) charge you for all losses and costs (including any and all time of Workflexi’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.

 

8.         RECORDS OF COMPLIANCE

Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to Workflexi upon request. Nothing in this subsection requires or will be construed as requiring Workflexi to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Workflexi’s part to store, backup, retain, or grant access to any information or data for any period.

 

9.         WARRANTY DISCLAIMER

YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. WORKFLEXI MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, USER CONTENT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WORKFLEXI DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 13 (AGREEMENT TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST WORKFLEXI WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.

 

10.       LIMITATION OF LIABILITY

Workflexi is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:

• your use of or your inability to use our Site or Site Services;
• delays or disruptions in our Site or Site Services;
• viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
• glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
• damage to your hardware device from the use of the Site or Site Services;
• the content, actions, or inactions of third parties’ use of the Site or Site Services;
• a suspension or other action taken with respect to your Account;
• your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and
• your need to modify practices, content, or behaviour or your loss of or inability to do business, as a result of changes to the Terms of Service.

ADDITIONALLY, IN NO EVENT WILL WORKFLEXI, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF WORKFLEXI, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED INR 1000 THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

 

11.       RELEASE

In addition to the recognition that Workflexi is not a party to any contract between Users, you hereby release Workflexi, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Gig-worker Services provided to Client by a Gig-worker and requests for refunds based upon disputes. 

 

This release will not apply to a claim that Workflexi failed to meet our obligations under the Terms of Service.

 

12.       INDEMNIFICATION

 

You will indemnify, defend, and hold harmless Workflexi, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default (described in Section 6.3 (Non-Payment)) incurred through use of the Site Services; (b) any Work Product or User Content developed, provided, or otherwise related to your use of the Site Services; (c) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Gig-worker as an independent contractor; the classification of Workflexi as an employer or joint employer of Gig-worker; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (d) failure to comply with the Terms of Service by you or your agents; (e) failure to comply with applicable law by you or your agents; (f) negligence, wilful misconduct, or fraud by you or your agents; and (g) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 12, your agents include any person who has apparent authority to access or use your account demonstrated by using your credentials.

“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.

“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

 

13.       AGREEMENT TERM AND TERMINATION

 

13.1     TERMINATION

Unless both you and Workflexi expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to Workflexi. In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. Workflexi is not a party to any Service Contract between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree (a) you hereby instruct Workflexi to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site; (c) Workflexi will continue to perform those Site Services necessary to complete any open Project or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to Workflexi for any Site Services or such other amounts owed under the Terms of Service and to any Gig-workers for any Gig-worker Services.

Without limiting Workflexi’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke or limit access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Workflexi or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity; or (iv) we are required to by law, legal process, or law enforcement. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or re-register under a new Account without Workflexi’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.

You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF WORKFLEXI DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, WORKFLEXI HAS THE RIGHT, WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT WORKFLEXI WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.

 

13.2     ACCOUNT DATA ON CLOSURE

Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and any closure of your Account may involve deletion of any content stored in your Account for which Workflexi will have no liability whatsoever. Workflexi, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.

 

13.3     SURVIVAL

After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or Workflexi from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.

 

14.       DISPUTES BETWEEN YOU AND WORKFLEXI

 

This Agreement (and any dispute or claim relating to it, its enforceability or its termination) is to be governed by and construed in accordance with the laws of India. In the event of a dispute, difference or claim between the Parties hereto, arising out of this Agreement or in any way relating hereto, or any term, condition or provision herein mentioned or the construction or interpretation thereof or otherwise in relation hereto, the Parties shall first endeavour to settle such difference, dispute, claim or question by mutual discussion, failing which the same shall be referred to arbitration in accordance with the Arbitration & Conciliation Act, 1996, or any statutory modification or re-enactment thereof for the time being in force. Each Party may nominate an arbitrator and the two appointed arbitrators shall nominate a third arbitrator. The third arbitrator shall be the sole arbitrator to conduct the arbitration proceedings.  The place of arbitration shall be Bangalore and any award whether interim or final, shall be made, and shall be deemed for all purposes between the Parties to be made, Bangalore. The arbitral procedure shall be conducted in English language and any award or awards shall be rendered in English. The procedural law of the arbitration shall be Indian law. The award of the arbitrator shall be final and conclusive and binding upon the Parties.

 

15.       GENERAL

 

15.1     ENTIRE AGREEMENT

 

This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Workflexi relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Workflexi drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favouring or disfavouring you or Workflexi because of the authorship of any provision of the Terms of Service.

 

15.2     MODIFICATIONS; WAIVER

 

No modification or amendment to the Terms of Service will be binding upon Workflexi unless they are agreed in a written instrument signed by a duly authorized representative of Workflexi or posted on the Site by Workflexi. Email will not constitute a written instrument as contemplated by this Section 15.2. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.

 

15.3     ASSIGNABILITY

 

User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Workflexi’s prior written consent in the form of a written instrument signed by a duly authorized representative of Workflexi. Workflexi may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.

 

15.4     SEVERABILITY; INTERPRETATION

 

If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

 

15.5     FORCE MAJEURE

 

The parties to this Agreement will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period due to pandemic, epidemic, labour disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond the reasonable control of such party.

 

15.6     PREVAILING LANGUAGE AND LOCATION

 

The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in Bangalore.

 

15.7     ACCESS OF THE SITE OUTSIDE INDIA

 

Workflexi makes no representations that the Site is appropriate or available for use outside of India. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, Indian, state, and local laws and regulations. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.

 

15.8     CONSENT TO USE ELECTRONIC RECORDS

 

In connection with the Site Terms of Use, you may be entitled to receive, or we may otherwise provide, certain records from Workflexi or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.

 

16.       DEFINITIONS

 

Capitalized terms not defined below or above have the meanings described in the Site Terms of Use or elsewhere in the Terms of Service.

“Client” means any authorized User utilizing the Site or Site Services, including Direct Contract Services, to seek and/or obtain Gig-worker Services, including from another User.

“Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Gig-worker or Client; (b) was lawfully received by User without restriction from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.

“

“Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Gig-worker, prior to the commencement of a Service Contract, for the completion of all Gig-worker Services contracted by Client for such Service Contract.

“Gig-worker” means any authorized User utilizing the Site or Site Services, including Direct Contract Services, to advertise or provide Gig-worker Services to Clients, including Gig-worker Accounts that are Agency Accounts or, if applicable, Agency Members. A Gig-worker is a customer of Workflexi with respect to use of the Site and Site Services.

“Gig-worker Fees” means: (a) for an Hourly Contract, the amount reflected in the Hourly Invoice (the number of hours invoiced by Gig-worker, multiplied by the hourly rate charged by Gig-worker); (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Gig-worker; and (c) any bonuses or other payments made by a Client to a Gig-worker.

“Gig-worker Services” means all services performed for or delivered to Clients by Gig-workers.

“Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate charged by Gig-worker.

The term “including” as used herein means including without limitation.

“Intellectual Property Rights” means all patent rights, copyright rights, trademark, service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under the laws of any state, country, territory or other jurisdiction.

“Payment Method” means (a) NEFT, RTGS or IMPS transfers from Savings or current account to the Unique Virtual Account. (b) Transfers made from the hirers Unique Virtual Account to the Gigworkers bank account.

“Project” means an engagement for Gig-worker Services that a Gig-worker provides to a Client under a Service Contract on the Site.

“Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Gig-worker governing the Gig-worker Services to be performed by a Gig-worker for Client for a Project; (b) a Direct Contract as defined in the Workflexi Direct Contract Terms; or 

“Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.

“Workflexi App” means the online platform accessed using Workflexi’s downloaded application or other software that enables time tracking and invoicing, chat, and screenshot sharing with other Users.

“User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other content or information that you or any Site Visitor or User post to any part of the Site or provide to Workflexi, including such content or information that is posted as a result of questions.

“Work Product” means any tangible or intangible results or deliverables that Gig-worker agrees to create for, or actually delivers to, Client as a result of performing the Gig-worker Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.

 

Terms of Use

 

1.         INTRODUCTION

The Workflexi Site Terms of Use describe when and the conditions under which you are allowed to access or use the Site (defined in Section 5 below). Please read these Site Terms of Use carefully before visiting our Site. Some visitors to our Site simply visit the publicly available portions of our Site or use the Public Site Services (defined in Section 5 below) (“you” or “Site Visitors”). By accessing and/or using our Site or Services, you agree to these Site Terms of Use.If you do not agree to these Site Terms of Use, you may not visit, use, or access the Site or Site Services as a Site Visitor, User or otherwise and may not click to accept the Terms of Service when prompted on the Site.

2.         LICENSES AND THIRD-PARTY CONTENT

2.1       WORKFLEXI’S PROVISION OF THE SITE AND LIMITED SITE LICENSE

 

As we describe in this Section 2.1, Workflexi grants you a limited license to access the Site and Site Services. This license is subject to and conditioned on compliance with the Site Terms of Use and, to the extent applicable, the rest of the Terms of Service.

We try to keep our Site and the Site Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. In fact, we might even stop providing the Site or Site Services completely or stop providing certain features without notice.

 

2.2       TERMINATION OF THE LIMITED SITE LICENSE

 

Workflexi may terminate any license it has granted to any Site Visitor or User to access the Site and Site Services by providing notice, and the termination of such license shall be effective immediately upon Workflexi providing such notice.

 

2.3       WORKFLEXI’S INTELLECTUAL PROPERTY

 

Workflexi and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Site and the Site Services. The Workflexi logos and names are trademarks of Workflexi and are registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site or Site Services may be the trademarks of their respective owners.

Nothing in the Terms of Service grants you a right to use any Workflexi Marks.

2.4       YOUR INTELLECTUAL PROPERTY

 

2.4.1   YOUR OBLIGATIONS AND YOUR INDEMNIFICATION OF WORKFLEXI

 

When you post User Content on the Site or through the Site Services or provide Workflexi with User Content, you understand and acknowledge that you are solely responsible for such User Content. 

Further, you represent and warrant that you have the right, power, and authority to (a) post that User Content without violating the rights of third parties, and (b) grant the licenses specified below.

You acknowledge and agree that the poster of User Content, and not Workflexi, is responsible for any User Content including any harms caused to you, another User, or a third party by such User Content.

You will indemnify, defend, and hold harmless Workflexi, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to or arising out of any User Content you post.

2.4.2   YOUR RIGHTS AND LICENSE TO WORKFLEXI AND OTHER SITE VISITORS

You retain all ownership rights in any User Content you post on Workflexi. To the extent permitted by applicable law, you also grant to Workflexi and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Site and Workflexi’s, our successors’ and Affiliates’ businesses, including, without limitation, for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User and each Site Visitor a non-exclusive license to access your User Content through the Site and to use, reproduce, distribute, and display such User Content to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of the Terms of Service, our Privacy Policy, and applicable law.

2.4.3   YOUR COMMENTS AND IDEAS

You may submit comments or ideas about the Site and Site Services, including without limitation about how to improve the Site or Site Services (collectively, “Ideas”). By submitting any Ideas, you agree that: (a) your disclosure is voluntary, gratuitous, unsolicited, and without restriction and will not place Workflexi under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) you grant us a perpetual and royalty-free license to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, Workflexi does not waive any rights to use similar or related ideas, including those known or developed by Workflexi or obtained from sources other than you.

 

2.5       THIRD-PARTY INTELLECTUAL PROPERTY

 

Any information or content expressed or made available by a third party or any other Site Visitor or User is that of the respective author(s) or distributor(s) and not of Workflexi. Workflexi neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than Workflexi’s authorized agents acting in their official capacities.

The Site may contain links to third-party websites. The Site may also contain applications that allow you to access third-party websites via the Site. Such third-party websites or applications are owned and operated by the third parties and/or their licensors. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website accessed via the Site is on an “as is” and “as available” basis without any warranty from Workflexi for any purpose.

 

2.6       COMPLAINTS ABOUT COPYRIGHTED CONTENT ON THE SITE

 

Workflexi is committed to complying with Copyright Laws of India and related laws and requires all Site Visitors and Users to comply with these laws. Accordingly, you may not use the Site to store any material or content, or disseminate any material or content, in any manner that constitutes an infringement of third party intellectual property rights. 

If you are the owner of any copyrighted work and believe your rights under Copyright Law of India have been infringed by any material on the Site, you may write to us at contact@workflexi.in.

 

3.         PERMITTED SITE USES

 

Workflexi offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. Workflexi makes the Site and Site Services available for Users to find one another, enter into service relationships, make and receive payments, and receive and provide Gig-worker Services. In addition, certain Visitor Site Services, such as the Workflexi Blog and provide, and may be used to obtain, general information and articles that we believe may be of interest to Site Visitors and Users. While we try to ensure that any information we post is both timely and accurate, errors may appear from time to time. We do not make any representations or warranties with respect to any information that is posted on the Site by us or anyone else. In no event should any content be relied on or construed as tax or legal advice or otherwise. You should independently verify the accuracy of any content.

4.         PROHIBITED SITE USES

You may not use, or encourage, promote, facilitate, or instruct, induce, or otherwise influence or cause others: (1) to use the Site or Site Services for any activities that violate any law, statute, ordinance or regulation; for any other illegal or fraudulent purpose or any purpose that is harmful to others, or (2) to transmit, store, display, distribute or otherwise make available content that is illegal, fraudulent or harmful to others.

4.1       EXAMPLES OF PROHIBITED USES OF THE SITE

The following are examples of uses that are prohibited on the Site or when using the Site Services:

• • • • are defamatory, illegal, profane, vulgar, threatening, unlawfully discriminatory, illegal, pornographic, obscene, or sexually explicit in nature;
      • would violate the intellectual property rights, such as and including copyrights, of another person, entity, service, product, or website;
      • would violate (a) Workflexi’s Terms of Service, (b) the terms of service of another website or any similar contractual obligations, or (c) the academic policies of any educational institution;
      • regard the creation, purchase, and/or publication of a review for a third-party website;
      • regard the creation, publication, or distribution of “fake news”, “hoax news”, Deep Fake content or similar content, which is, in Workflexi’s sole discretion, determined to be intended to mislead recipients for personal, financial, political or other gain or advantage;
      • regard or promote in any way any escort services, prostitution, or sexual acts; or
      • any conduct that is, in Workflexi’s determination, harassing toward another person based on the person’s inclusion in a protected class as defined by applicable law;
      • Fraudulent or misleading uses or content, including:
      • fraudulently billing or attempting to fraudulently bill any Client, including by (i) falsifying or manipulating or attempting to falsify or manipulate the hours, keystrokes, or mouse clicks recorded in the Workflexi App, (ii) reporting, recording, or otherwise billing Clients for time that was not actually worked, or (iii) on an hourly contract, reporting, recording, or otherwise billing hours worked by another person as hours worked by you in a way that is misleading or false;
      • misrepresenting your experience, skills, or information, including by representing another person’s profile, or parts of another person’s profile, as your own;
      • using a profile photo that is not you, misrepresents your identity or represents you as someone else, or any other activity that misrepresents your identity;
      • impersonating any person or entity, including, but not limited to, an Workflexi representative, forum leader, or falsely stating or otherwise misrepresenting your affiliation with a person or entity;
      • falsely stating or implying a relationship with another User, including an Agency continuing to use a Gig-worker’s profile or information after the Gig-worker no longer works with the Agency;
      • falsely attributing statements to any Workflexi representative, forum leader, guide or host;
      • falsely stating or implying a relationship with Workflexi or with another company with whom you do not have a relationship;
      • allowing another person to use your account, which is misleading to other Users; or
      • falsely stating that one Gig-worker will perform the work on a job when another will in fact perform the work, including submitting a proposal on behalf of a Gig-worker that is unable, unwilling, or unavailable to do the work;

• Expressing an unlawful preference in a job post or proposal or otherwise unlawfully discriminating on a protected basis;
• Posting identifying information concerning another person;
• Spamming other Users with proposals or invitations, including by making unsolicited contact of Users off the Workflexi platform, or by posting the same job multiple times so that more than one version remains active at a given time;
• Making or demanding bribes or demanding other payments without the intention of or without actually providing services in exchange for the payment;
• Requesting or demanding free services, including requesting Gig-workers to submit work as part of the proposal process for very little or no money or posting contests in which Gig-workers submit work with no or very little pay, and only the winning submission is paid the full amount;
• Requesting a fee before allowing a User to submit a proposal;
• Attempting to or actually manipulating or misusing the feedback system, including by:

• • • • withholding payment or Work Product or engaging in any other conduct for the purpose of obtaining positive feedback from another User;
      • attempting to coerce another User by threatening to give negative feedback;
      • expressing views unrelated to the work, such as political, religious, or social commentary, in the feedback system;
      • providing anything of value to any person (including to a third-party who provides assistance in obtaining feedback) or using any service of any type in order to obtain feedback; or
      • offering services for the sole purpose of obtaining positive feedback of any kind;

• Duplicating or sharing accounts;
• Selling, trading, or giving an account to another person without Workflexi’s consent;
• Sharing or soliciting Means of Direct Contact with or from another User either directly through messages or by including Means of Direct Contact in a job post, profile, proposal or other User Content prior to entering into a Service Contract with such User, except as expressly allowed for Enterprise Clients;
• Directly or indirectly, advertising or promoting another website, product, or service or soliciting other Users for other websites, products, or services, including advertising on Workflexi to recruit Gig-workers and/or Clients to join an Agency or another website or company;
• Interfering or attempting to interfere with the proper operation of the Site or Site Services or any activities conducted on the Site, including by:

• • • • bypassing any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein;
      • attempting to interfere with or compromise, or actually interfering with or compromising, the system integrity or security of the servers running the Site, or attempting to or deciphering any transmissions to or from the servers running the Site;
      • using any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission;
      • collecting or harvesting any personally identifiable information, including Account names, from the Site;
      • attempting to or imposing an unreasonable or disproportionately large load (as determined in Workflexi’s sole discretion) on the Site’s infrastructure;
      • introducing any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site that is designed to or known to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any software, firmware, hardware, computer system, or network of Workflexi or any third party;
      • accessing or attempting to access the Site or Site Services by any means or technology other than the interface provided; or
      • framing or linking to the Site or Site Services except as permitted in writing by Workflexi.
      • Conduct or actions that could jeopardize the integrity of or circumvent the Site, Site Services or Workflexi’s proprietary information, including:
      • attempting to or actually reverse engineering, modifying, adapting, translating, preparing derivative works from, decompiling, or interfering with the operation of, or otherwise attempting to derive source code from, any part of the Site or Site Services unless expressly permitted by applicable law or Workflexi; or

 

4.2       ENFORCEMENT

We reserve the right, but do not assume the obligation, to investigate any potential violation of this Section 4 or any other potential violation of these Site Terms of Use and to remove, disable access to, or modify any content on the Site. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of these Terms of Use or the User Agreement.

 

4.3       REPORTING AND CORRECTING VIOLATIONS

If you become aware of any violation of these Site Terms of Use, you must immediately report it to Customer Service. You agree to assist us with any investigation we undertake and to take any remedial steps we require in order to correct a violation of these Site Terms of Use.

 

5.         Data Privacy and Privacy Policy

 

5.1       You agree that Workflexi may process information relating to you in accordance with our privacy policy given below. Our privacy policy sets out details of how we use the personal information you provide to us or we otherwise obtain about you. If you are using the Site on behalf of any other person you must draw their attention to our privacy policy and ensure that they also agree that we may process information relating to them in accordance with it.

5.2       Privacy Policy:

a.         Workflexi warrants that:

1. it shall comply with all mandatory applicable laws, regulations and rules concerning data protection or privacy in relation to personal data processed by it for business purpose.
2. it shall maintain appropriate security systems in relation to data held by it to prevent unlawful or unauthorised accessing or use of data and the accidental loss or destruction of, or damage to, such data.
3. it shall only process any personal data to the extent necessary for business purpose.
4. the data shall only be held for as long as is reasonably necessary.

2.         By submitting any personal data to us the User consents to us using this data for our purposes (or its agents or subcontractors) performing their obligations. In particular, the User consents to us sharing order data, including personal data, to any authorities. The User also consents to us sharing this data with any or all of our associates for valid purposes.

3.         In relation to any data provided by the User or a third party, the User warrants that compliance with applicable data protection laws including obtaining all necessary consents and approvals for the provision of such data to us.           The User shall indemnify Workflexi in respect of all costs, claims, damages and expenses suffered or incurred by Workflexi in connection with the User’s failure to comply with this condition.

 

6.         NONDISCRIMINATION STATEMENT

Workflexi’s mission is to create economic opportunities so people have better lives. Key to our mission is that these opportunities should be equally available to all qualified talent in our community, regardless of background, nationality, race, ethnicity, gender, gender identity, sexual orientation, actual or perceived disability status, veteran status, marital status, or other similarly protected characteristics. Workflexi’s goal is for members of our community to feel welcome on the Site. A condition of using the Site is your agreement not to engage in any unlawful discrimination or harassing conduct. Such conduct is not permitted on Workflexi by any member of our community. Workflexi does not require Users to violate local laws or take actions that may subject them to legal liability. Workflexi will take actions to enforce this policy. Users engaging in this activity are subject to Account closure. Please bring any reports of discrimination or harassment to our attention.

7.         DEFINITIONS

Capitalized terms not defined below have the meanings described in the Terms of Service.

“Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Workflexi.

“Client” means any authorized User utilizing the Site to seek and/or obtain Gig-worker Services from another User.

“Deep Fake” means media that is altered in order to replace a person in an existing image or video with someone else’s likeness in a realistic manner without permission or authorization of the person whose likeness is used.

“Gig-worker” means any authorized User utilizing the Site to advertise and/or provide Gig-worker Services to Clients, including Gig-worker Accounts that are Agency Accounts or, if applicable, Agency Members. A Gig-worker is a customer of Workflexi with respect to use of the Site and Site services.

“Gig-worker Services” means any services provided by Gig-workers.

“Intellectual Property Rights” means all patent rights, copyright rights, trademark, service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under the laws of any state, country, territory or other jurisdiction.

“Means of Direct Contact” has the meaning set forth in Section 7 of the User Agreement.

“Public Site Services” means, collectively, all services, applications and products that are accessible by any Site Visitor who has not become a User through the Site, to the extent they are accessible by a Site Visitor who has not become a User.

“Site” means, any and all Workflexi platforms, including, collectively, our website located at www.workflexi.com, all affiliated websites and applications, including mobile websites and Workflexi Mobile Applications, owned and operated by us, our predecessors or successors in interest, or our Affiliates (defined in the User Agreement).

“Site Services” means, collectively, all services (except the Gig-worker Services defined herein), applications and products that are accessible through the Site, including the Public Site Services, and all Workflexi Mobile Applications.

“Workflexi Mobile Applications” means all mobile applications published by Workflexi or our Affiliates for access to or use of the Site or any Site Services.

“User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other information that you or any Site Visitor or User post to any part of the Site or provide to Workflexi, including such information that is posted as a result of questions.

“You” means any person who accesses our Site, including a Site Visitor or User and including any entity or agency on whose behalf any such person accesses or uses our Site.