TERMS AND CONDITIONS
This Service Professional Agreement (the "Agreement") sets forth the terms and conditions whereby you, an independent service provider fully-licensed (to the extent required by applicable law) and qualified to provide the services contemplated by this Agreement (the "Service Professional"), agree to provide certain services (as described on Schedule 1) to third parties that may, from time to time, be referred to you via the web-based platform and Mobile Apps of Spana Technologies, of Dar es salaam,Tanzania ("Spana").
The user always has the choice whether to provide Spana with certain user information via the website. Please note however that the withholding of certain details may limit the services Toolboksi is able to provide.
Spana is the creator of a technology platform that connects clients (“Service Requesters”) with fully-licensed (to the extend required by applicable law) and qualified professionals, such as Service Professional, in the business of providing car services, car repair services, car spare parts provision and anything to do with cars (“Services”).
Spana provides a web-based and mobile application-based portal (the “Toolboksi Platform”) through which Service Requesters may connect with a network of Service Professionals with whom they may arrange a variety of Services. Toolboksi and Service Professional intend that Service Professional will provide these services to Service Requesters strictly as an independent Service Professional, and not as an employee, agent, joint venture, partner or franchisee of Toolboksi or any Service Requester for any purpose. Toolboksi does not provide the Services described in this Agreement and does not employ individuals to perform said Services. Toolboksi’s role is limited to offering the technology platform as a referral tool service for Service Requesters and Service Professionals and facilitating payments from Service Requesters to Service Professionals.
Before receiving access to the Spana Platform, Service Professionals must also review and agree to the Terms of Use of the Toolboksi Platform, which are incorporated herein by reference and which Service Professional acknowledges he/she has reviewed. To the extent the Terms of Use are inconsistent with this Agreement, this Agreement shall control. From time to time, in their sole and complete discretion, Service Requesters will post jobs on the Toolboksi Platform, setting forth the nature of the Services required (the “Jobs/order”). Jobs posted will include a date, general neighborhood or geographic area where the Job will take place and time frame (the “Timeframe”) in which Services are requested, and an estimate of time necessary to complete the work (the “Estimated Work Time”). Timeframes will be displayed either as a specific time (i.e. “5:00 pm”) or as a range (i.e., “2:00 pm to 5:00 pm”). The Estimated Work Time will be displayed either as a specific time (i.e. “2 hours”) or as a range (i.e., “2-3 hours”). Service Professional will be notified the opportunity to review the Jobs and select those Jobs in Service Professional’s area of expertise that meet Service Professional’s preferred specifications as to Timeframe, date, neighborhood or geographic location and fees. Toolboksi does not guarantee any minimum number of jobs will be available to Service Provider at any point during the term of this Agreement. Subject only to the limitation set forth in paragraph 9.1, Service Professional is not obligated to review the Jobs posted or select any Jobs posted by any Service Requester at any time. Once a Service Professional selects a Job, the platform will confirm the Job has been booked by the Service Professional by the Service Requester. Once a Job is booked, a contract is formed directly between the Service Requester and Service Professional for Service Professional to complete the Job. Service Professional agrees that Service Professional’s name and phone number may be provided or made available to Service Requester by or on behalf of WeFix after the Job is booked. It is possible that a Service Professional may claim a Timeframe and/or Estimated Work Time and receive a Job that has a shorter Timeframe and Estimated Work Time (i.e., a Service Professional may claim a Job with a Timeframe of noon-3 pm and has an Estimated Work Time of 2-3 hours and receive a Job that is at 1 pm and only 2 hours.) Service Professional acknowledges and agrees that s/he understands that claiming a Job that has a Timeframe and Estimated Work Time may result in receipt of a Job of less than the maximum time set forth in the Estimated Work Time.
Service Professional shall receive job booking through the Platform requesting any Services that Service Professional is fully-licensed (to the extent required by applicable law) and qualified to provide as specified on Schedule 1 to this Agreement. In those jurisdictions where a license, permit, or certification is required to perform the Services, Service Professional shall, upon request, provide proof to Toolboksi of all necessary licenses, permits and/or certifications before Service Professional provides any such Services under this Agreement.
To ensure that the Spana platform remains a reliable source of referrals and to ensure all qualified Service Professionals are able to access available Jobs, once Service Professional has been awarded the Job, Service Professional is contractually obligated to complete the Job within the Timeframe specified by, and to the satisfaction of, the Service Requester. Cancellation by Service Professional may result in a fee being charged to Service Professional as described further in Schedule 3, which may be modified from time to time by WeFix. Service Professional may reschedule a Job without Service Professional incurring a fee, provided the Job is rescheduled outside of the timeframes set forth in the then-applicable Schedule 3. If Service Requester and Service Professional agree to reschedule, Service Professional agrees to notify Toolboksi as promptly as possible so that Toolboksi may update its Platform. In the event that the Service Requester declines to reschedule, Toolboksi shall have the right to make the Job available on the Toolboksi Platform. Service Professional understands and agrees that Service Professional’s failure to complete a Job in accordance with Service Requester’s specifications after he or she has booked that Job using the Platform constitutes a material breach of this Agreement and could result in a fee being charged to Service Professional as set forth in Schedule 3, as modified from time to time by Toolboksi, or termination of this Agreement in accordance with paragraph 9. Similarly,
Spana shall not control or have any right to control the manner or means by which Service Professional performs the Services, including but not limited to the time and place Service Professional performs the Services, the Jobs Service Professional selects, the tools and materials used by Service Professional to complete the Jobs, the helpers, assistants, subcontractors or other personnel (if any) used by Service Professional to assist in completing Jobs, or the manner in which Service Professional completes the Jobs. Spana will not and has no right to, under any circumstances, inspect Service Professional’s work for quality purposes. Those provisions of the Agreement reserving ultimate authority in Spana have been inserted solely to achieve compliance with federal, state, or local laws, regulations, and interpretations thereof. Where approved in advance by the Service Requester, and except as otherwise provided in this Agreement, Service Professional is not obligated to personally perform the Services. Service Professional shall furnish at his/her own discretion, selection, and expense any and all assistants, helpers, subcontractors or other personnel the Service Professional deems necessary and appropriate to complete the Services. Service Professional shall be solely responsible for the direction and control of any such personnel. Service Professional agrees that any assistants, helpers, subcontractors or other personnel used shall maintain a professional appearance consistent with industry standards while performing Services. Service Professional assumes full and sole responsibility for the payment of all compensation, benefits and expenses of helpers, assistants, subcontractors and/or other personnel, if any, and for all required state and federal income tax withholdings, unemployment insurance, and social security taxes as to Service Professional and all persons engaged by Service Professional in the performance of the Services.
Service Requester shall pay for completed Jobs through the Spana Platform or directly to the service professional (fundi) at the rates quoted by Spana or the service professional themselves at the time the Job is posted on the Platform, which shall be based on the stated parameters of the Job (the "Job Rate"). Each Job made available to Service Professional on the Platform shall set forth the Timeframe, Estimated Work Time, details about the Service requested, the Job Rate, and the estimated Service Fee the Service Professional shall be entitled to upon completion of the Job, in accordance with Schedule 2 hereto, as modified from time to time. The difference between the Job Rate and Service Fee shall be the fee owed to Toolboksi for referring the Job and facilitating the payment from Service Requester to Service Professional ("Booking Fee"). There shall be 15% charge for every Service Fee. Modifications to Schedule 2 will be effective upon written notification to Service Professional and will supersede any and all prior versions. By accepting this Agreement, Service Professional authorizes Toolboksi to withhold Toolboksi’s Booking Fee from the payment made to the Service Professional for each Job.
If a Job booked by Service Professional requires more time to complete than the Estimated Work Time, Service Requester and Service Professional may, prior to Service Professional providing any Services above and beyond the Estimated Work Time, negotiate an increase in Service Fees based on the estimated additional time needed to complete the Job. Upon agreement to an increase in Service Fees, Service Professional and Service Requester shall notify Toolboksi. Toolboksi shall have no involvement in negotiating any increase in the Service Fees
When a Job is complete, Service Professional will submit to the Service Requester and Spana confirmation that the Job is complete. Spana shall then remit payment for each Job, less Toolboksi’s booking fee, within seven (7) business days. Spana’s failure to remit payment within seven (7) business days shall constitute a material breach of this Agreement/ or When a job is complete the service requester shall pay the service professional the amount for the job done and the service professional shall pay Toolboksi a 15% of the service final amount via mobile money number 0652000072 within 24 hours. If applicable, Toolboksi will report the payments paid to Service Professional under this Agreement by filing the appropriate Form 1099 with the Internal Revenue Service as required by law.
For security reasons, and to ensure Service Requester can confirm Service Professional’s identity, Spana may provide to Service Professional apparel, badge or some other form of identification. Service Professional will have no obligation to wear or display the apparel, badge or other form of identification except in so far as necessary to confirm the identity of the Service Professional to the Service Requester.
For security Service Professional gives Spana permission to use any and all of Service Professional’s voice, image and likeness, with or without using Service Professional’s name, in connection with the products and/or services of Spana, for the purposes of advertising and promoting such products and/or services and/or Spana, for the purposes of identifying Service Professional to Service Requester, and/or for other purposes deemed appropriate by the Spana in its reasonable discretion, except to the extent expressly prohibited by law
Service Professional is an independent contractor and has not been engaged by Spana to perform services on Spana’s behalf. Rather, Service Professional has entered into this Agreement for the purpose of obtaining referrals to third parties in exchange for which it pays Spana a fee, as described herein. This Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between Service Professional and Spana or any Service Requester for any purpose. Service Professional has no authority (and shall not hold himself or herself out as having authority) to bind Spana and Service Professional shall not make any agreements or representations on Spana’s behalf without Spana’s prior written consent. Service Professional understands that Service Professional will not be eligible to participate in any benefit plans offered to Spana’s employees, including, but not limited to, vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by Toolboksi to its employees.
Service Professional represents and warrants to Spana that:
Service Professional has the legal right to provide the Services that are contemplated by this Agreement in Tanzania
Service Professional is fully-licensed (to the extent required by applicable law) and authorized to provide the Services contemplated by this Agreement within the jurisdiction in which Service Professional intends to offer said Services, and has the required skill, experience, and qualifications to perform the Services
Service Professional is fully-licensed (to the extent required by applicable law) and authorized to provide the Services contemplated by this Agreement within the jurisdiction in which Service Professional intends to offer said Services, and has the required skill, experience, and qualifications to perform the Services
Service Professional shall defend, indemnify and hold harmless Spana and its affiliates and their officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from: (a) bodily injury, death of any person, theft or damage to real or tangible, personal property resulting from Service Professional's acts or omissions; and (b) Service Professional's breach of any representation, warranty, or obligation under this Agreement. The Services that Service Professional provides pursuant this Agreement are fully and entirely Service Professional's responsibility. Spana is not responsible or liable for the actions or inactions of a Service Requester or other third party in relation to the Services provided by Service Professional. Service Professional understands, therefore, that by using the Spana Platform, Service Professional may be introduced to third parties that may be potentially dangerous, and that Service Professional uses the Toolboksi Platform at his/her own risk.
This Agreement shall be effective as of the date it is executed by Service Professional and service Professional understands that Spana may temporarily deactivate Service Professional's profile on Platform in the event that Service Professional is inactive on the Platform for a period that exceeds the time period set forth on Schedule 2 hereto, as modified from time to time. In such circumstances, Toolboksi shall reactivate Service Professional's profile upon request from Service Professional. The parties acknowledge that the term of this Agreement does not reflect an uninterrupted service arrangement, as this Agreement guarantees Service Professional the right to choose when to make himself or herself available and each Job referred and accepted is treated as a separate service arrangement.
Spana and Service Professional may terminate this Agreement, effective immediately upon written notice to the other party, in the event that other party materially breaches this Agreement. A material breach shall include, but not be limited to, the acts or omissions expressly defined as constituting a material breach herein, Spana’s failure to timely remit Service Fees as described herein, Service Professional’s failure to complete a Job he or she has booked on the platform or if a Service Professional cancels or reschedules two (2) or more Jobs he or she has booked on less than 2 hours’ notice prior to the applicable Job start time within any twenty-eight (28) day period. In the event there is a dispute whether Spana or Service materially breached the agreement, and it cannot be resolved by informal negotiations, the parties agree to submit any such dispute to final and binding arbitration as described in paragraph 12.2, below.
In addition to the foregoing, Spana and Service Professional may terminate the Agreement for any reason upon fifteen (15) days’ written notice.
complete any outstanding Jobs Service Professional has booked (the "Outstanding Jobs");
within ten (10) days after the effective date of the termination, or as otherwise agreed in writing, return any Spana property in Service Professional’s possession.
if the termination is effected by Spana, Spana shall immediately pay to Service Professional any outstanding earned Service Fees;
if the termination is effected by Service Professional, Spana shall pay to Service Professional any outstanding earned Service Fees within seven (7) business days. In either event, Spana shall pay Service Fees for any Outstanding Jobs as soon as practicable after Service Professional has completed the Outstanding
Service Professional may be engaged or employed in any other business, trade, profession, or other activity, including providing Services to customers booked through means other than the Spana Platform, including other web-based platforms. However, Service Professional shall not affirmatively solicit Service Requesters originally referred through the Spana Platform to book jobs through any means other than the Spana Platform.
Service Professional understands that in performing the Services, he or she will receive certain private and/or confidential information regarding the Service Requesters and will have access to their homes and personal belongings. Except upon order of government authority (e.g., Court, administrative agency) having jurisdiction, or upon written consent by the Service Requester, Service Professional agrees that he or she shall not publish, disseminate or disclose, for his or her own benefit or the benefit of any third party, any confidential information regarding the Service Requesters, including addresses, telephone numbers and/or financial information. Service Professional further agrees not to engage in any activity which violates the privacy of any Service Requester, including, but not limited to, taking unauthorized photographs or making unauthorized audio or video recordings of a Service Requester or his or her homes or personal belongings, or publishing, disseminating or disclosing any such photographs or recordings. Service Professional acknowledges that his/her failure to comply with the foregoing shall constitute a material breach of this Agreement.