VOLUME I

END USER LICENCE AGREEMENT (EULA)

(Version 1.0)

END USER LICENCE AGREEMENT

FOR THE USEFIXITNOW MOBILE APPLICATION

Effective Date: [●]

This End User Licence Agreement ("Agreement" or "EULA") is entered into between [FIX IT DISPATCH COMPANY LIMITED], a company duly incorporated under the Companies Act, 2015 of the Republic of Kenya with its registered office situated at [Address] ("Company", "we", "our" or "us"), and every individual or legal entity downloading, installing, accessing or using the Application ("User", "you" or "your").

PLEASE READ THIS AGREEMENT CAREFULLY.

BY DOWNLOADING, INSTALLING, ACCESSING, REGISTERING FOR, OR USING THE APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL, DOWNLOAD OR USE THE APPLICATION.

TABLE OF CONTENTS

PART I – PRELIMINARY PROVISIONS

1. Definitions
2. Interpretation
3. Acceptance of Agreement
4. Eligibility
5. Electronic Contract Formation

PART II – SOFTWARE LICENCE

6. Grant of Licence
7. Scope of Licence
8. Ownership
9. Intellectual Property
10. Open Source Components

PART III – USE OF APPLICATION

11. User Accounts
12. Identity Verification
13. Device Compatibility
14. Updates
15. Third Party Software
16. App Store Terms

PART IV – USER OBLIGATIONS

17. Permitted Uses
18. Prohibited Uses
19. Security Obligations
20. User Generated Content

PART V – COMPANY RIGHTS

21. Monitoring
22. Suspension
23. Termination
24. Investigations

PART VI – WARRANTIES

25. Disclaimer of Warranties
26. Software Availability
27. Cybersecurity

PART VII – LIABILITY

28. Limitation of Liability
29. Indemnity
30. Force Majeure

PART VIII – GENERAL

31. Privacy
32. Governing Law
33. Dispute Resolution
34. Arbitration
35. Miscellaneous

PART I

PRELIMINARY PROVISIONS

1. DEFINITIONS

Unless the context otherwise requires, the following expressions shall have the meanings assigned to them below.

"Application"

means the Company's proprietary mobile software application together with all updates, upgrades, source-independent object code, interfaces, databases, APIs, graphical interfaces, documentation, content and related services.

"Account"

means the registered electronic profile created by a User to access the Application.

"Affiliate"

means any entity directly or indirectly controlling, controlled by, or under common control with the Company.

"Applicable Laws"

means all statutes, regulations, subsidiary legislation, judicial decisions, governmental directives and regulatory requirements applicable within Kenya including but not limited to—

• Constitution of Kenya, 2010;
• Companies Act, 2015;
• Law of Contract Act;
• Consumer Protection Act, 2012;
• Data Protection Act, 2019;
• Computer Misuse and Cybercrimes Act, 2018;
• Kenya Information and Communications Act;
• Electronic Transactions Regulations;
• Copyright Act;
• Trade Marks Act;
• Arbitration Act, 1995;
• Evidence Act (Electronic Records);
• Tax legislation;
• and any amendments thereto.

"Content"

means all text, graphics, software, photographs, trademarks, logos, videos, audio recordings, documentation, databases and digital information contained within the Application.

"Device"

means any compatible smartphone, tablet, wearable device or other electronic equipment capable of accessing the Application.

"Licence"

means the limited, revocable, non-exclusive, non-transferable permission granted under this Agreement.

"Services"

means the software functionality made available through the Application.

For the avoidance of doubt, the Services referred to in this Agreement relate solely to the digital software platform and do not include any plumbing, electrical, locksmith, carpentry, maintenance or other physical services offered by independent third-party service providers, which are governed separately under the Platform Terms of Service.

"User Data"

means any information uploaded or generated by the User while using the Application.

2. INTERPRETATION

In this Agreement—

(a) words importing the singular include the plural and vice versa;

(b) headings are inserted for convenience only and shall not affect interpretation;

(c) references to statutes include amendments and successor legislation;

(d) references to "including" shall mean "including without limitation";

(e) where an obligation is imposed on more than one person, such obligation shall be joint and several;

(f) any ambiguity shall not be interpreted against the drafting party.

3. ACCEPTANCE OF THIS AGREEMENT

By downloading, installing, accessing or using the Application, the User irrevocably agrees to be bound by this Agreement.

The User acknowledges that:

• electronic acceptance constitutes valid contractual consent;
• clicking "Accept", "Continue", "Create Account" or similar electronic confirmation forms a legally binding agreement;
• this Agreement satisfies the requirements of the Law of Contract Act, the Kenya Information and Communications Act and the Evidence Act relating to electronic contracts and records;
• no handwritten signature shall be required for enforceability.

4. ELIGIBILITY

The User represents and warrants that:

1. they are at least eighteen (18) years of age or have attained the age of majority under applicable law;
2. they possess legal capacity to contract;
3. they are not prohibited from using the Application by any court order or law;
4. all registration information supplied is accurate;
5. they shall promptly update inaccurate information;
6. they shall only maintain one account unless expressly authorised.

The Company reserves the right to require documentary verification of age, identity or authority.

5. ELECTRONIC CONTRACT FORMATION

The User expressly agrees that:

(a) electronic communications satisfy any legal requirement for writing;

(b) electronic signatures shall have the same legal effect as handwritten signatures;

(c) electronic records maintained by the Company shall constitute prima facie evidence of all transactions conducted through the Application;

(d) logs maintained by the Company's systems shall be conclusive evidence of acceptance, access and use unless manifest error is proven.

PART II

SOFTWARE LICENCE

6. GRANT OF LICENCE

Subject to continued compliance with this Agreement, the Company grants the User a limited, personal, revocable, non-exclusive, non-transferable and non-sublicensable licence to download, install and use one copy of the Application solely for the User's internal and lawful personal or business purposes.

No ownership rights in the Application are transferred to the User. All rights not expressly granted are reserved by the Company.

 

VOLUME I – END USER LICENCE AGREEMENT (EULA)

PART II – SOFTWARE LICENCE

7. SCOPE OF LICENCE

7.1 Nature of Licence

Subject to the User's continued compliance with this Agreement, the Company grants the User a limited, revocable, non-exclusive, non-transferable, non-assignable and non-sublicensable licence to install and use the Application solely in accordance with this Agreement.

The licence granted herein constitutes a licence to use software only and does not transfer ownership or any proprietary rights in the Application.

7.2 Permitted Use

The User may solely:

a. download and install one copy of the Application onto compatible devices;

b. access the software for lawful purposes;

c. use the software only for obtaining access to services offered through the platform;

d. receive software updates issued by the Company;

e. create and maintain a personal account;

f. use the software in accordance with Applicable Laws.

7.3 Licence Restrictions

Except as expressly permitted herein, the User shall not directly or indirectly:

a. copy the Application;

b. reproduce any part of the software;

c. modify the software;

d. adapt the software;

e. translate the software;

f. lease the software;

g. rent the software;

h. sublicense the software;

i. sell the software;

j. assign the software;

k. commercially exploit the software;

l. publish the software;

m. mirror the software;

n. create derivative works;

o. reverse engineer the software;

p. decompile the software;

q. disassemble the software;

r. decode object code;

s. circumvent technological protection measures;

t. bypass security protocols;

u. disable encryption mechanisms;

v. interfere with the Application's operation;

w. remove copyright notices;

x. remove trademarks;

y. remove digital rights management controls;

z. attempt to obtain source code.

To the fullest extent permitted under the Copyright Act (Cap. 130) and other Applicable Laws, all such acts are expressly prohibited unless mandatory law provides otherwise.

7.4 Reservation of Rights

All rights not expressly granted under this Agreement remain exclusively reserved to the Company.

Nothing in this Agreement shall be construed as granting any implied licence.

7.5 Territorial Scope

This licence is worldwide but may only be exercised where the Company's services are legally available.

The Company reserves the unrestricted right to suspend access from jurisdictions where operation of the Application may violate applicable law.

7.6 Duration

This licence commences immediately upon installation of the Application and continues until terminated in accordance with this Agreement.

8. OWNERSHIP OF THE APPLICATION

8.1 Ownership

The User acknowledges that the Application constitutes proprietary software developed or licensed exclusively by the Company.

Ownership includes, without limitation—

• software architecture;
• APIs;
• databases;
• source code;
• object code;
• algorithms;
• workflows;
• interface layouts;
• branding;
• business logic;
• artificial intelligence models;
• recommendation engines;
• search systems;
• pricing engines;
• documentation.

Nothing contained herein transfers ownership to the User.

8.2 Intellectual Property Rights

The Company shall remain the sole owner of all worldwide intellectual property rights including—

• copyright;
• patents;
• industrial designs;
• trade secrets;
• know-how;
• trademarks;
• domain names;
• databases;
• software rights;
• confidential information;
• goodwill.

Such rights shall remain vested in the Company whether registered or unregistered.

8.3 User Feedback

Where a User submits—

• suggestions;
• recommendations;
• feature requests;
• improvements;
• software modifications;
• bug reports;
• ideas;
• concepts;

the User irrevocably assigns all worldwide intellectual property rights in such feedback to the Company without compensation.

The Company shall be free to commercialise, modify or implement such feedback without notice or payment.

8.4 No Implied Rights

Nothing in this Agreement shall be interpreted as granting—

• ownership;
• partnership;
• agency;
• franchise;
• joint venture;
• licence beyond that expressly granted.

9. INTELLECTUAL PROPERTY

9.1 Proprietary Rights

The Application and all associated content constitute protected intellectual property under Kenyan and international copyright and intellectual property laws.

Protection extends to—

• software;
• databases;
• user interface;
• graphics;
• icons;
• source code;
• APIs;
• workflows;
• layouts;
• text;
• videos;
• documentation;
• photographs;
• trademarks.

9.2 Trademarks

All Company names, logos, branding, slogans, service marks and trade dress are proprietary assets.

Users shall not use any Company trademark without prior written consent.

9.3 Copyright

All copyright subsists exclusively in favour of the Company or its licensors.

No User shall reproduce, distribute or publicly display copyrighted material except as expressly permitted.

9.4 Database Rights

The Application's databases represent substantial investment.

Users shall not—

• scrape;
• harvest;
• extract;
• download;
• reproduce;
• mine;
• copy;

any substantial portion of the Company's databases.

9.5 Artificial Intelligence

Where the Application incorporates machine learning, recommendation systems or artificial intelligence, all models, outputs, algorithms, training methodologies and generated software remain proprietary to the Company.

Users acquire no rights over such technologies.

10. OPEN SOURCE COMPONENTS

The Application may include software licensed under recognised open-source licences.

Such components remain subject to their respective licences.

Nothing contained in this Agreement limits any rights expressly granted by applicable open-source licences.

The Company makes no representation regarding third-party open-source software beyond that required under applicable licences.

11. THIRD-PARTY SOFTWARE

The Application may integrate third-party software including—

• payment gateways;
• mapping services;
• cloud infrastructure;
• messaging services;
• authentication providers;
• analytics platforms;
• mobile operating systems.

Such third-party software remains governed by the terms imposed by their respective owners.

The Company assumes no liability arising from failures attributable to third-party providers.

12. APP STORE TERMS

Where the Application is downloaded from—

• Apple App Store;
• Google Play Store;
• Huawei App Gallery;
• Samsung Galaxy Store;

or any authorised marketplace, the User acknowledges—

a. the respective marketplace operator is not a party to this Agreement;

b. the Company remains solely responsible for maintenance and support;

c. marketplace operators bear no responsibility for claims arising from the Application;

d. the User shall comply with all marketplace usage rules.

13. SOFTWARE UPDATES

The Company may, at any time and without prior notice—

• release updates;
• install security patches;
• modify features;
• discontinue functions;
• replace modules;
• introduce new technologies.

The User agrees that such updates may occur automatically.

Failure to install mandatory security updates may result in suspension of access.

14. DEVICE COMPATIBILITY

The User remains solely responsible for ensuring that their device—

• is compatible;
• has sufficient storage;
• has internet connectivity;
• maintains current operating system updates;
• possesses adequate security protections.

The Company does not warrant compatibility with every device or operating system version.

15. BETA FEATURES

From time to time the Company may release experimental features.

Such features—

• may contain defects;
• may change without notice;
• may be withdrawn permanently;
• are supplied "AS IS";
• carry no warranties whatsoever.

The User assumes all risks associated with using beta functionality.

16. SOFTWARE SECURITY

The User shall not knowingly—

• upload malware;
• upload ransomware;
• introduce spyware;
• transmit malicious code;
• perform penetration testing;
• overload servers;
• launch denial-of-service attacks;
• exploit software vulnerabilities;
• interfere with encryption protocols.

Any attempt to compromise the Application shall constitute a material breach of this Agreement and may result in immediate suspension, termination, civil proceedings and referral to the appropriate law enforcement authorities under the Computer Misuse and Cybercrimes Act, 2018 and any other applicable laws.

VOLUME I – END USER LICENCE AGREEMENT (EULA)

PART III – USER ACCOUNTS, ACCESS AND USE OF THE APPLICATION

17. USER REGISTRATION

17.1 Account Requirement

Certain features of the Application may only be accessed upon registration of a User Account.

Each User shall create and maintain only one personal account unless expressly authorised by the Company in writing.

The Company reserves the right to refuse, suspend or terminate duplicate, fictitious or fraudulent accounts.

17.2 Registration Information

The User represents and warrants that all information supplied during registration is:

a. true;

b. accurate;

c. current;

d. complete;

e. not misleading.

The User undertakes to promptly update any information that becomes inaccurate.

17.3 Information Required

The Company may require the User to provide, among other information—

• Full legal name;
• National Identification Number or Passport Number;
• Date of Birth;
• Email Address;
• Mobile Telephone Number;
• Physical Address;
• Location Data;
• Profile Photograph;
• Business Registration Details (where applicable);
• Tax Identification Information (where applicable); and
• Any additional information reasonably required to comply with Applicable Laws.

The Company reserves the right to request supporting documentation to verify any information provided.

18. ACCOUNT SECURITY

18.1 Confidential Credentials

The User is solely responsible for safeguarding—

• usernames;
• passwords;
• one-time passwords (OTPs);
• authentication codes;
• biometric credentials;
• security questions; and
• any other login credentials.

The User shall not disclose or share such credentials with any third party.

18.2 Responsibility for Account Activity

The User accepts full responsibility for all activities conducted through the User's Account, whether authorised or unauthorised, except where unauthorised access results solely from the Company's gross negligence or wilful misconduct.

The Company shall be entitled to rely upon all instructions received through the User's authenticated Account.

18.3 Notification of Security Incidents

The User shall immediately notify the Company upon becoming aware of—

• unauthorised access;
• suspected fraud;
• compromised passwords;
• identity theft;
• suspicious activity; or
• any security incident affecting the Account.

Failure to promptly report such incidents may result in the User bearing responsibility for resulting losses to the fullest extent permitted by law.

18.4 Multi-Factor Authentication

The Company may require multi-factor authentication, biometric verification or other enhanced security measures.

The User agrees to comply with such security requirements as a condition of continued access.

19. IDENTITY VERIFICATION (KYC)

19.1 Verification

The Company may verify the identity of any User at any time.

Verification measures may include—

• National Identity Card;
• Passport;
• Alien Card;
• Selfie Verification;
• Live Facial Recognition;
• Business Registration Certificates;
• Company Searches;
• Utility Bills;
• Proof of Address; or
• Any additional documentation reasonably required.

19.2 Ongoing Verification

Identity verification may be repeated periodically or whenever the Company reasonably suspects—

• fraud;
• impersonation;
• money laundering;
• terrorism financing;
• identity theft;
• misuse of the platform; or
• regulatory non-compliance.

19.3 Refusal to Verify

Failure or refusal to complete verification may result in—

• restricted functionality;
• suspension;
• account termination; or
• refusal of access to certain services.

20. USER RESPONSIBILITIES

The User agrees at all times to—

a. comply with Applicable Laws;

b. act honestly and in good faith;

c. provide accurate information;

d. maintain secure devices;

e. maintain updated operating systems;

f. comply with cybersecurity requirements;

g. respect the rights of other Users;

h. refrain from abusive conduct; and

i. comply with all policies issued by the Company.

21. ACCEPTABLE USE POLICY

The User shall use the Application solely for lawful purposes.

Without limitation, the User shall not use the Application—

a. for criminal activity;

b. for fraudulent purposes;

c. to infringe intellectual property rights;

d. to harass another person;

e. to transmit offensive content;

f. to upload malware;

g. to distribute spam;

h. to impersonate another person;

i. to interfere with another User's access;

j. to collect personal data unlawfully;

k. to breach Applicable Laws;

l. to compromise the security or integrity of the Application.

22. PROHIBITED CONDUCT

Without limiting any other provision of this Agreement, the User shall not—

• use automated bots;
• use web scrapers;
• use spiders;
• conduct data mining;
• reverse engineer APIs;
• manipulate ratings;
• artificially inflate reviews;
• exploit software vulnerabilities;
• interfere with payment systems;
• manipulate pricing algorithms;
• upload malicious code;
• conduct phishing attacks;
• create fake accounts;
• circumvent security measures;
• misuse referral programmes;
• engage in deceptive commercial practices;
• use stolen payment instruments;
• impersonate Company personnel;
• engage in hate speech;
• upload unlawful material;
• encourage illegal conduct.

Any such conduct constitutes a material breach of this Agreement.

23. USER-GENERATED CONTENT

23.1 Ownership

The User retains ownership of content uploaded by the User, including—

• profile photographs;
• reviews;
• comments;
• messages;
• ratings;
• images;
• videos; and
• other submissions.

23.2 Licence Granted to Company

By uploading any content, the User grants the Company a perpetual, worldwide, royalty-free, irrevocable, transferable, sublicensable licence to—

• host;
• reproduce;
• publish;
• distribute;
• adapt;
• translate;
• display;
• archive;
• process;
• analyse;
• improve services; and
• otherwise use such content in connection with the operation, promotion, security and improvement of the Application.

This licence survives termination of the User's Account to the extent necessary for legal compliance, dispute resolution and legitimate business operations.

23.3 User Warranties

The User warrants that—

a. all uploaded content is lawful;

b. the User owns or has the right to upload such content;

c. the content does not infringe third-party rights;

d. the content is not defamatory;

e. the content contains no malicious software;

f. the content does not violate any court order or legal obligation.

The User shall indemnify the Company against all losses arising from any breach of these warranties.

24. ELECTRONIC COMMUNICATIONS

The User consents to receiving communications electronically, including—

• account notifications;
• transactional messages;
• invoices;
• legal notices;
• service announcements;
• security alerts;
• software updates; and
• customer support communications.

Where required by the Data Protection Act, 2019 or other Applicable Laws, the User's separate consent shall be obtained before sending direct marketing communications, and the User shall have the ability to withdraw such consent at any time.

Electronic communications shall satisfy any legal requirement that notices be in writing.

25. LOCATION SERVICES

Where location-based services are enabled, the User expressly consents to the collection and processing of location information for purposes that may include—

• matching Users with nearby independent service providers;
• facilitating navigation;
• improving service availability;
• fraud prevention;
• security;
• analytics; and
• operational efficiency.

The User may disable location permissions through device settings; however, doing so may impair or prevent the use of certain features of the Application.

26. USER REVIEWS AND RATINGS

The Application may permit Users to submit reviews and ratings regarding services received.

Reviews shall—

a. reflect genuine experiences;

b. be truthful and fair;

c. not contain defamatory, abusive or discriminatory language;

d. not be submitted in exchange for undisclosed incentives;

e. comply with Applicable Laws.

The Company reserves the right, acting reasonably and in accordance with its policies, to remove reviews that are unlawful, fraudulent, abusive, misleading or otherwise in breach of this Agreement.

27. ACCESS TO THE APPLICATION

The Company grants access to the Application on an "as available" basis.

The Company does not guarantee—

• uninterrupted access;
• continuous availability;
• compatibility with all devices;
• error-free operation;
• uninterrupted internet connectivity; or
• availability in every geographic location.

The Company may suspend, restrict or discontinue access for maintenance, upgrades, security incidents, legal compliance or other legitimate operational reasons without incurring liability, except as otherwise required by Applicable Laws.

28. COMPLIANCE WITH LAWS

The User undertakes to comply with all Applicable Laws relating to the use of the Application, including laws concerning—

• consumer protection;
• privacy and data protection;
• anti-corruption;
• sanctions;
• anti-money laundering;
• taxation;
• cybercrime;
• intellectual property;
• electronic communications; and
• competition.

The User shall not use the Application in any jurisdiction or manner that would cause the Company to violate any Applicable Law.

29. NO RELIANCE

The User acknowledges that the Company has not made any representation, warranty or guarantee beyond those expressly set out in this Agreement.

The User confirms that they have not relied upon any statement, representation, advertisement or promise not expressly incorporated into this Agreement when deciding to download or use the Application.

VOLUME I – END USER LICENCE AGREEMENT (EULA)

PART IV – COMPANY RIGHTS, COMPLIANCE, WARRANTIES AND RISK ALLOCATION

30. COMPANY'S RIGHT TO MONITOR THE APPLICATION

30.1 General Right

The Company reserves the unrestricted right, but not the obligation, to monitor the use of the Application for the purposes of—

a. maintaining security;

b. ensuring compliance with this Agreement;

c. preventing fraud;

d. detecting cyber threats;

e. protecting intellectual property;

f. complying with legal obligations;

g. investigating complaints;

h. improving the Application;

i. enforcing Company policies.

Monitoring may occur through automated systems, artificial intelligence tools or manual review where reasonably necessary.

30.2 No Expectation of Privacy Within the Platform

To the extent permitted by Applicable Law, Users acknowledge that communications and activities conducted through the Application may be logged, recorded and retained for legitimate business, legal and security purposes.

Nothing in this clause authorises the Company to intercept private communications contrary to Applicable Law.

30.3 Investigation Powers

The Company may investigate any suspected breach of this Agreement.

For that purpose the Company may—

• review account information;
• analyse transaction records;
• review uploaded content;
• suspend access;
• preserve electronic evidence;
• cooperate with regulators;
• cooperate with law enforcement agencies.

31. FRAUD PREVENTION

The Company maintains a zero-tolerance policy towards fraud.

Without limitation, the Company may suspend any Account suspected of—

• identity fraud;
• payment fraud;
• account takeover;
• impersonation;
• money laundering;
• terrorist financing;
• cybercrime;
• unlawful conduct;
• manipulation of reviews;
• misuse of promotional campaigns.

The Company shall not be liable for any delay arising from fraud investigations conducted in good faith.

32. SUSPENSION OF ACCESS

32.1 Immediate Suspension

Without prior notice, the Company may suspend access where it reasonably believes that—

a. this Agreement has been breached;

b. unlawful activity has occurred;

c. continued access presents a cybersecurity risk;

d. regulatory action requires suspension;

e. false information has been provided;

f. identity cannot be verified;

g. court orders require suspension;

h. payment fraud is suspected;

i. system integrity is threatened.

32.2 Temporary Restrictions

The Company may temporarily restrict certain functionality while investigations are ongoing.

Restriction may include—

• login suspension;
• payment suspension;
• communication restrictions;
• verification requirements;
• temporary removal of content.

32.3 No Waiver

Failure by the Company to suspend an Account immediately shall not constitute a waiver of any rights.

33. TERMINATION

33.1 Termination by User

The User may terminate this Agreement by—

a. deleting the Application;

b. permanently closing the User Account;

c. ceasing all use of the Application.

Termination shall not affect obligations accrued before termination.

33.2 Termination by Company

The Company may terminate this Agreement immediately where—

a. the User materially breaches this Agreement;

b. fraudulent conduct is established;

c. illegal conduct occurs;

d. payment fraud occurs;

e. intellectual property is infringed;

f. continued access creates unacceptable legal or operational risk;

g. required by Applicable Law.

33.3 Effect of Termination

Upon termination—

• the licence granted under this Agreement immediately ceases;
• all rights of access terminate;
• the User shall immediately cease use of the Application;
• any outstanding obligations survive.

34. SOFTWARE MAINTENANCE

The Company may—

• temporarily suspend services;
• perform maintenance;
• deploy upgrades;
• replace infrastructure;
• migrate servers;
• improve software architecture.

Scheduled maintenance may occur without notice where reasonably necessary.

The Company shall endeavour, where practicable, to minimise service interruptions.

35. SOFTWARE MODIFICATIONS

The Company may at any time—

• redesign the Application;
• remove functionality;
• introduce new features;
• discontinue obsolete services;
• modify workflows;
• update interfaces.

The Company shall have no obligation to maintain previous versions indefinitely.

36. DISCLAIMER OF WARRANTIES

36.1 Software Provided "As Is"

The Application is provided strictly on an "AS IS", "AS AVAILABLE" and "WITH ALL FAULTS" basis.

To the fullest extent permitted by law, the Company disclaims all warranties, whether express, implied or statutory.

36.2 Excluded Warranties

Without limitation, the Company expressly disclaims warranties relating to—

• merchantability;
• satisfactory quality;
• fitness for a particular purpose;
• uninterrupted operation;
• availability;
• compatibility;
• non-infringement;
• security;
• performance;
• reliability;
• accuracy;
• completeness;
• freedom from viruses;
• freedom from defects.

36.3 No Guarantee of Continuous Availability

The Company does not warrant that—

• servers will remain operational continuously;
• software will be uninterrupted;
• errors will never occur;
• defects can always be corrected;
• internet connectivity will always exist.

36.4 No Professional Advice

Information provided within the Application—

• does not constitute legal advice;
• does not constitute engineering advice;
• does not constitute electrical advice;
• does not constitute plumbing advice;
• does not constitute construction advice;
• does not constitute safety advice.

Users remain solely responsible for exercising independent judgement.

37. CYBER SECURITY

The Company employs commercially reasonable technical and organisational measures designed to protect the security of the Application and User information.

However, no software system or network can be guaranteed to be completely secure.

Accordingly, the Company does not warrant that the Application will be immune from—

• cyberattacks;
• malware;
• ransomware;
• denial-of-service attacks;
• phishing;
• hacking;
• unauthorised access;
• data interception;
• internet failures.

Users remain responsible for maintaining appropriate cybersecurity measures on their own devices.

38. LIMITATION OF LIABILITY

38.1 General Limitation

To the fullest extent permitted by Applicable Law, the Company, its shareholders, directors, officers, employees, affiliates, licensors and agents shall not be liable for any—

• indirect loss;
• consequential loss;
• incidental loss;
• exemplary damages;
• punitive damages;
• special damages;
• loss of business;
• loss of goodwill;
• reputational damage;
• loss of profits;
• loss of anticipated savings;
• loss of contracts;
• loss of opportunity;
• interruption of business;
• corruption of data;
• loss of electronic records.

38.2 Software Risks

The Company shall not be liable for losses arising from—

• software malfunction;
• software incompatibility;
• operating system updates;
• internet failures;
• mobile network outages;
• cloud provider outages;
• device failure;
• third-party software failures.

38.3 Third-Party Platforms

The Company shall not be liable for failures attributable to—

• payment gateways;
• cloud providers;
• telecommunications operators;
• GPS providers;
• mapping services;
• app stores;
• internet service providers;
• hosting providers.

38.4 Aggregate Liability Cap

Subject to any liability that cannot lawfully be excluded or limited under Applicable Law, the aggregate liability of the Company arising out of or in connection with this Agreement shall not exceed the total amount of platform service fees actually paid by the User directly to the Company during the twelve (12) months immediately preceding the event giving rise to the claim.

Where no fees have been paid directly to the Company, the Company's aggregate liability shall be limited to the minimum amount permitted by Applicable Law.

38.5 Consumer Rights

Nothing in this Agreement excludes, restricts or limits any right or remedy that cannot lawfully be excluded under the Constitution of Kenya, the Consumer Protection Act, 2012 or any other Applicable Law.

39. USER INDEMNITY

The User shall defend, indemnify and hold harmless the Company, its shareholders, directors, officers, employees, affiliates, agents, successors and assigns from and against all claims, actions, proceedings, liabilities, losses, damages, penalties, fines, costs and expenses (including reasonable legal fees on an advocate–client basis) arising out of or relating to—

a. breach of this Agreement;

b. misuse of the Application;

c. infringement of intellectual property rights;

d. unlawful conduct;

e. fraud or misrepresentation;

f. violation of Applicable Laws;

g. User-generated content;

h. claims brought by third parties arising from the User's use of the Application.

The obligations under this clause shall survive termination of this Agreement.

40. FORCE MAJEURE

The Company shall not be liable for any delay or failure to perform its obligations where such delay or failure results from events beyond its reasonable control, including—

• acts of God;
• floods;
• earthquakes;
• fires;
• epidemics;
• pandemics;
• war;
• terrorism;
• riots;
• civil unrest;
• governmental actions;
• internet failures;
• power outages;
• labour disputes;
• cyberattacks by third parties;
• failures of telecommunications infrastructure.

Performance shall be suspended for the duration of the force majeure event without liability.

41. REGULATORY COMPLIANCE

Where required by law or by a competent regulatory authority, the Company may disclose information, restrict access, suspend services or take any other action reasonably necessary to comply with legal obligations.

The User agrees to cooperate with any lawful regulatory or judicial request affecting their use of the Application.

VOLUME I – END USER LICENCE AGREEMENT (EULA)

PART V – GENERAL LEGAL PROVISIONS

42. PRIVACY AND DATA PROTECTION

42.1 Collection and Processing of Personal Data

The Company collects, processes, stores and discloses Personal Data in accordance with—

• the Data Protection Act, 2019;
• the Constitution of Kenya, 2010;
• applicable Data Protection Regulations;
• the Company's Privacy Policy; and
• any other applicable data protection legislation.

By using the Application, the User acknowledges that Personal Data may be processed for legitimate business purposes, including the provision, maintenance and improvement of the Application.

42.2 Purpose of Processing

Personal Data may be processed for purposes including—

a. creating and administering User accounts;

b. identity verification;

c. fraud prevention;

d. cybersecurity;

e. payment processing;

f. customer support;

g. legal compliance;

h. dispute resolution;

i. analytics;

j. software improvement;

k. service optimisation.

42.3 Cross-Border Data Transfers

Where necessary for the operation of the Application, the Company may transfer Personal Data outside Kenya, provided that such transfers are undertaken in accordance with applicable law and appropriate safeguards are implemented.

42.4 Data Retention

The Company shall retain Personal Data only for so long as reasonably necessary to—

• provide the Application;
• comply with legal obligations;
• resolve disputes;
• enforce this Agreement;
• protect legitimate business interests.

42.5 User Rights

Subject to Applicable Law, Users may exercise their statutory rights, including the right to—

• access Personal Data;
• request correction of inaccurate Personal Data;
• request deletion where legally permissible;
• object to certain processing;
• withdraw consent where processing is consent-based;
• lodge complaints with the Office of the Data Protection Commissioner.

43. CONFIDENTIALITY

The User shall treat as confidential all non-public information relating to the Application, including—

• software architecture;
• algorithms;
• pricing models;
• security measures;
• documentation;
• source code;
• business processes;
• commercial information.

The User shall not disclose such information without the Company's prior written consent except where disclosure is required by law.

This obligation survives termination of this Agreement.

44. EXPORT CONTROL AND SANCTIONS

The User represents and warrants that—

a. they are not subject to any applicable sanctions prohibiting use of the Application;

b. they will not use the Application in violation of applicable export control laws;

c. they will not permit access where prohibited by Applicable Law.

The Company may restrict access where required to comply with international sanctions or export control obligations.

45. ELECTRONIC NOTICES

The User agrees that all notices may be delivered electronically, including by—

• email;
• in-app notification;
• SMS;
• push notification;
• publication within the Application;
• publication on the Company's website.

Electronic notices shall be deemed received—

a. immediately upon successful transmission through the Application;

b. upon confirmation of delivery by email systems; or

c. twenty-four (24) hours after electronic dispatch where no transmission failure has been reported.

46. AMENDMENTS TO THIS AGREEMENT

The Company reserves the right to amend this Agreement from time to time where reasonably necessary to—

• reflect changes in Applicable Law;
• improve security;
• introduce new features;
• address operational requirements;
• improve user protection;
• reflect changes in business operations.

Material amendments shall be communicated through reasonable notice, including electronic notification.

Continued use of the Application after the effective date of any amendment constitutes acceptance of the revised Agreement.

Where Applicable Law requires express consent for specific amendments, such consent shall be obtained.

47. ASSIGNMENT

The User shall not assign, transfer, delegate or otherwise dispose of any rights or obligations under this Agreement without the Company's prior written consent.

The Company may assign or transfer this Agreement—

• to an affiliate;
• in connection with a merger;
• upon acquisition;
• during corporate restructuring;
• in connection with the sale of substantially all assets relating to the Application,

provided that such assignment does not materially diminish the User's contractual rights.

48. NO WAIVER

Failure by the Company to enforce any provision of this Agreement shall not constitute—

• a waiver of that provision;
• a waiver of any future breach;
• a waiver of any other rights.

Any waiver shall only be effective if made in writing by an authorised representative of the Company.

49. SEVERABILITY

If any provision of this Agreement is held by a court or arbitral tribunal of competent jurisdiction to be invalid, illegal or unenforceable—

a. such provision shall be modified to the minimum extent necessary to render it enforceable; or

b. if modification is not possible, such provision shall be severed,

without affecting the validity and enforceability of the remaining provisions.

50. SURVIVAL

The following provisions shall survive termination or expiry of this Agreement—

• Intellectual Property;
• Confidentiality;
• Indemnity;
• Limitation of Liability;
• Data Protection obligations;
• Governing Law;
• Dispute Resolution;
• Arbitration;
• Payment obligations accrued prior to termination;
• Any other provision intended by its nature to survive.

51. ENTIRE AGREEMENT

This Agreement, together with—

• the Privacy Policy;
• the Platform Terms of Service;
• any incorporated policies;
• any schedules or annexures,

constitutes the entire agreement between the Company and the User concerning the licensing and use of the Application.

It supersedes all prior discussions, negotiations, understandings, representations and agreements relating to its subject matter.

52. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya, without regard to conflict of laws principles.

Nothing in this clause prevents the Company from seeking interim or conservatory relief before any court of competent jurisdiction where necessary to protect its intellectual property, confidential information or other proprietary rights.

53. DISPUTE RESOLUTION

53.1 Good Faith Negotiation

Any dispute arising out of or in connection with this Agreement shall first be referred to senior representatives of the parties for good-faith negotiations.

The parties shall endeavour to resolve the dispute within thirty (30) days after written notice of the dispute.

53.2 Mediation

If negotiations fail, the dispute shall be submitted to mediation administered by a mutually agreed mediator accredited in Kenya.

Unless otherwise agreed, mediation shall conclude within thirty (30) days from the appointment of the mediator.

53.3 Arbitration

Any dispute not resolved through negotiation or mediation shall be finally resolved by confidential arbitration under the Arbitration Act, 1995.

Unless the parties otherwise agree—

• the seat of arbitration shall be Nairobi, Kenya;
• the arbitration shall be conducted in English;
• there shall be one arbitrator jointly appointed by the parties, failing which appointed in accordance with the Arbitration Act, 1995;
• the arbitral award shall be final and binding.

Nothing in this clause prevents either party from seeking urgent interim or conservatory relief from a court of competent jurisdiction pending the constitution of the arbitral tribunal.

54. LANGUAGE

This Agreement has been drafted in the English language.

Any translation is provided for convenience only.

In the event of inconsistency, the English version shall prevail to the extent permitted by Applicable Law.

55. CONTACT INFORMATION

Questions relating to this Agreement may be directed to:

[FIX IT DISPATCH COMPANY LIMITED]

Registered Office: [Insert Address]

Email: [Insert Email]

Telephone: [Insert Telephone Number]

Website: [Insert Website]

56. ACCEPTANCE

BY CLICKING "I ACCEPT", "CREATE ACCOUNT", "CONTINUE", "DOWNLOAD", OR BY INSTALLING, ACCESSING OR OTHERWISE USING THE APPLICATION, THE USER ACKNOWLEDGES THAT THEY HAVE READ, UNDERSTOOD AND AGREE TO BE LEGALLY BOUND BY THIS END USER LICENCE AGREEMENT.

 

VOLUME II

PLATFORM TERMS OF SERVICE

(Customer Terms of Use)

PLATFORM TERMS OF SERVICE

FOR [APP NAME]

Effective Date: [●]

These Platform Terms of Service ("Terms") constitute a legally binding agreement between [APP COMPANY LIMITED], a company incorporated under the Companies Act, 2015 of the Republic of Kenya ("Company", "Platform", "we", "our" or "us") and every person accessing or using the Platform ("User", "Customer", "you" or "your").

These Terms govern access to and use of the Company's digital marketplace platform.

The End User Licence Agreement governs the software licence. These Terms govern the marketplace relationship.

By accessing or using the Platform, you agree to be bound by these Terms.

TABLE OF CONTENTS

PART I – PRELIMINARY

1. Definitions
2. Interpretation
3. Acceptance
4. Eligibility
5. Electronic Contracts

PART II – MARKETPLACE SERVICES

6. Nature of Platform
7. Marketplace Only
8. Independent Contractors
9. No Employment
10. No Agency
11. No Partnership
12. Customer–Technician Relationship
13. Scope of Services

PART III – CUSTOMER OBLIGATIONS

14. Account Responsibilities
15. Booking Services
16. Customer Warranties
17. Site Access
18. Safety
19. Payments

PART IV – LIABILITY

20. Platform Disclaimer
21. No Warranty
22. Limitation of Liability
23. Assumption of Risk
24. Indemnity

(remaining Parts follow)

PART I

PRELIMINARY PROVISIONS

1. DEFINITIONS

Unless the context otherwise requires—

"Application"

means the Company's mobile and web-based software platform.

"Booking"

means an electronic request submitted by a Customer seeking services from an independent Service Provider.

"Customer"

means any person requesting services through the Platform.

"Platform"

means the Company's proprietary digital marketplace.

"Service Provider"

means an independent contractor registered on the Platform offering professional services including but not limited to—

• Plumbing;
• Electrical Works;
• Locksmith Services;
• Carpentry;
• Masonry;
• Painting;
• Welding;
• Cleaning;
• Appliance Repairs;
• General Maintenance;
• Home Improvements; and
• any other services approved by the Company.

 

"Service Contract"

means the legally binding contract formed directly between the Customer and the Service Provider upon acceptance of a Booking.

For the avoidance of doubt, the Company is not a party to the Service Contract unless expressly stated in writing.

2. INTERPRETATION

(Standard interpretation clause as contained in the EULA.)

3. ACCEPTANCE

By—

• creating an Account;
• requesting a booking;
• making payment;
• accessing the Platform;
• or using any services,

the Customer agrees to these Terms.

4. ELIGIBILITY

Users warrant that—

• they possess contractual capacity;
• all information supplied is accurate;
• they may legally engage the requested services;
• they shall comply with Applicable Laws.

5. ELECTRONIC CONTRACTS

The parties agree that—

• electronic acceptance creates legally binding contracts;
• electronic signatures satisfy writing requirements;
• electronic records constitute evidence.

PART II

MARKETPLACE SERVICES

6. NATURE OF THE PLATFORM

THIS IS THE SINGLE MOST IMPORTANT CLAUSE IN THE ENTIRE DOCUMENT

The Company operates solely as a technology platform facilitating introductions between Customers and independent Service Providers.

The Platform is a digital marketplace.

The Company does not itself provide—

• plumbing services;
• electrical services;
• locksmith services;
• carpentry services;
• construction services;
• repair services;
• maintenance services;
• installation services;
• or any physical services whatsoever.

The Platform merely enables Customers to identify, communicate with and engage independent Service Providers.

Accordingly, the Company acts solely as a technology intermediary.

7. MARKET PLACE DISCLAIMER

The Customer expressly acknowledges that—

a. the Company does not perform any physical work;

b. technicians operate independently;

c. technicians choose whether to accept bookings;

d. technicians determine how work is performed;

e. technicians supply their own tools;

f. technicians determine work methods;

g. technicians determine staffing;

h. technicians determine completion methods.

The Company exercises no day-to-day control over the manner in which services are performed.

8. NO EMPLOYMENT RELATIONSHIP

Nothing contained within these Terms shall be construed as creating—

• employment;
• agency;
• partnership;
• joint venture;
• master-servant relationship;
• principal-agent relationship;

between the Company and any Service Provider.

Each Service Provider operates an independent business.

The Company does not supervise the performance of work.

The Company does not direct technicians.

The Company does not provide equipment.

The Company does not pay salaries.

The Company does not control working hours.

The Company does not guarantee work.

The Company does not provide employment benefits.

9. NO AGENCY

The Customer acknowledges that no Service Provider has authority to—

• bind the Company;
• contract on behalf of the Company;
• make representations for the Company;
• incur liabilities for the Company;
• receive legal notices for the Company;
• accept legal responsibility on behalf of the Company.

Any representations made by a Service Provider remain solely those of the Service Provider.

10. NO PARTNERSHIP

Nothing in these Terms creates—

• partnership;
• franchise;
• agency;
• fiduciary relationship;
• employment;

between the Company and any User.

11. CUSTOMER–SERVICE PROVIDER CONTRACT

Upon acceptance of a Booking—

a. a separate Service Contract comes into existence directly between the Customer and the Service Provider;

b. the Company is not a party to that Service Contract;

c. all rights and obligations regarding the physical work arise solely between the Customer and the Service Provider;

d. the Company does not assume contractual responsibility for the performance of that Service Contract.

12. ROLE OF THE COMPANY

The Company's role is limited to providing technology services, which may include—

• user registration;
• search functionality;
• matching algorithms;
• booking tools;
• payment facilitation (where applicable);
• communication interfaces;
• ratings and review systems;
• customer support relating to Platform functionality.

The Company does not supervise, direct or control the execution of physical services.

13. SERVICE PROVIDER AUTONOMY

Each Service Provider—

a. determines how services are performed;

b. supplies their own labour;

c. supplies their own equipment;

d. determines staffing requirements;

e. determines work methodology;

f. manages occupational safety obligations;

g. obtains all required licences, permits and certifications;

h. remains solely responsible for compliance with Applicable Laws governing their trade or profession.Top of Form

VOLUME II – PLATFORM TERMS OF SERVICE

PART III – CUSTOMER BOOKINGS, PAYMENTS, CUSTOMER

14. REQUESTING A SERVICE

14.1 Booking Request

A Customer may request services through the Platform by submitting a Booking containing information reasonably required to enable a Service Provider to evaluate the request.

A Booking request does not constitute acceptance by any Service Provider.

14.2 Information Required

The Customer shall provide complete and accurate information including, where applicable—

• location of the premises;
• description of the work required;
• photographs where requested;
• preferred appointment date;
• estimated urgency;
• site restrictions;
• access instructions;
• known hazards.

The Customer warrants that all information supplied is accurate.

14.3 Acceptance by Service Provider

A Booking shall only become confirmed when accepted through the Platform by an independent Service Provider.

The Company does not guarantee that any Booking will be accepted.

14.4 Right to Decline

A Service Provider may reject any Booking at their sole discretion.

The Company shall not be liable where a Booking is rejected or expires without acceptance.

15. SERVICE ESTIMATES

Any estimate, quotation or indicative price displayed on the Platform—

a. is an estimate only;

b. may be revised following inspection;

c. does not constitute a binding quotation unless expressly confirmed by the Service Provider;

d. does not bind the Company.

Final pricing remains solely between the Customer and the Service Provider unless the Platform expressly states otherwise.

16. CUSTOMER WARRANTIES

The Customer warrants that—

a. they own or are lawfully authorised to grant access to the premises;

b. all information supplied is truthful;

c. requested services are lawful;

d. the premises are reasonably safe for entry;

e. hazardous conditions have been disclosed;

f. no material information has been withheld.

The Customer further warrants that no instructions given to the Service Provider will require the commission of any unlawful act.

17. ACCESS TO PREMISES

The Customer shall ensure that the Service Provider is provided with reasonable access to the premises at the agreed time.

Failure to provide access may result in—

• cancellation charges;
• call-out fees;
• rescheduling charges;
• additional labour costs.

Such charges are determined by the Service Provider and not by the Company unless expressly stated on the Platform.

17.1 Safety of Premises

The Customer shall ensure that the premises are reasonably safe and shall disclose any known risks, including but not limited to—

• exposed electrical wiring;
• structural instability;
• hazardous chemicals;
• dangerous animals;
• unsafe access routes;
• flooding;
• gas leaks;
• asbestos;
• confined spaces;
• other foreseeable hazards.

The Company bears no responsibility for injuries arising from unsafe premises.

18. CUSTOMER RESPONSIBILITIES DURING SERVICE DELIVERY

The Customer agrees to—

a. cooperate with the Service Provider;

b. provide reasonable access;

c. secure valuable items;

d. supervise minors and vulnerable persons;

e. disclose all known hazards;

f. refrain from interfering with the performance of the work;

g. comply with lawful safety instructions given by the Service Provider.

Failure to comply may affect the quality or completion of the services.

19. CUSTOMER ACKNOWLEDGEMENT OF SERVICE RISKS

The Customer expressly acknowledges that certain services inherently involve risks, including but not limited to—

• electrical works;
• plumbing repairs;
• welding;
• roofing;
• construction;
• carpentry;
• heavy lifting;
• excavation;
• installation works;
• machinery repairs.

The Customer voluntarily accepts the ordinary and inherent risks associated with engaging such services.

Nothing in this clause excludes liability arising from fraud or any liability that cannot lawfully be excluded under Applicable Law.

20. NO GUARANTEE OF RESULTS

The Company makes no representation or warranty regarding—

• workmanship;
• quality of service;
• completion time;
• technical competence;
• suitability of repairs;
• availability of spare parts;
• durability of repairs;
• success of any service.

The Customer independently evaluates whether to engage a particular Service Provider.

21. COMMUNICATIONS

The Platform may facilitate communications between Customers and Service Providers.

The Company—

• does not guarantee delivery of messages;
• does not verify statements made by Users;
• does not endorse representations made by Service Providers;
• is not responsible for misunderstandings arising from communications between Users.

22. PAYMENTS

22.1 Platform Payments

Where the Platform processes payments—

a. payments are processed through authorised payment providers;

b. the Company may act only as a limited payment collection agent where expressly disclosed;

c. payment processing may be subject to third-party terms and conditions.

22.2 Direct Payments

Where payment is made directly to a Service Provider—

• the Company is not a party to the payment arrangement;
• the Company assumes no responsibility for payment disputes;
• all payment obligations exist solely between the Customer and the Service Provider.

22.3 Taxes

The Customer acknowledges that any applicable taxes, levies or statutory charges relating to the services may be payable in accordance with Applicable Law.

Each Service Provider remains solely responsible for their own tax affairs, including the declaration and payment of income tax, value added tax (where applicable), turnover tax or any other statutory obligations.

The Company does not act as the tax agent of any Service Provider.

23. CANCELLATION OF BOOKINGS

The Customer may cancel a Booking in accordance with the Platform's Cancellation Policy.

Where a Service Provider has already—

• travelled to the site;
• purchased materials;
• reserved time;
• incurred costs;

reasonable cancellation charges may apply.

The Company is not liable for such charges where they arise under the Service Provider's terms or the applicable cancellation policy.

24. REFUNDS

Refunds shall only be available where permitted under—

• these Terms;
• the Refund Policy;
• Applicable Law.

The Company reserves the right to investigate refund requests before processing any refund where payments are handled through the Platform.

Where payments are made directly to a Service Provider, refund claims shall ordinarily be pursued directly against that Service Provider unless otherwise required by law.

25. DISPUTES REGARDING SERVICES

The Customer acknowledges that disputes concerning—

• workmanship;
• quality;
• delay;
• pricing;
• completion;
• defects;
• materials used;
• guarantees;
• negligence;

primarily concern the contractual relationship between the Customer and the Service Provider.

The Company may, at its sole discretion and without assuming any legal obligation, offer dispute facilitation or mediation through the Platform.

Any participation by the Company in resolving disputes shall not be construed as an admission of liability or as creating any contractual responsibility for the underlying services.

26. RATINGS AND REVIEWS

Customers are encouraged to provide honest, accurate and fair reviews of Service Providers.

Reviews must not—

• be false or misleading;
• contain defamatory statements;
• include discriminatory or abusive language;
• disclose confidential information;
• infringe the rights of any third party.

The Company may remove or moderate reviews that violate these Terms or Applicable Law.

27. PROHIBITED CUSTOMER CONDUCT

Customers shall not—

a. harass or threaten Service Providers;

b. request unlawful services;

c. attempt to engage Service Providers for illegal purposes;

d. interfere with the Platform's operation;

e. manipulate ratings or reviews;

f. impersonate another person;

g. submit fraudulent payment information;

h. misuse promotional offers or referral programmes;

i. upload malicious software or harmful content;

j. solicit or encourage Service Providers to breach Applicable Laws.

The Company may suspend or terminate Accounts engaging in prohibited conduct.

28. CUSTOMER ASSUMPTION OF RESPONSIBILITY

The Customer acknowledges and agrees that—

a. the decision to engage a particular Service Provider is made independently by the Customer;

b. the Customer is responsible for determining whether the proposed services are appropriate for their needs;

c. the Customer is responsible for inspecting completed work before accepting it;

d. any instructions given to the Service Provider are the Customer's responsibility;

e. the Customer shall promptly notify the Service Provider of any concerns regarding the work performed.

Except to the extent required by Applicable Law, the Company shall not be responsible for the Customer's decisions regarding the engagement, supervision or acceptance of services performed by an independent Service Provider.

VOLUME II – PLATFORM TERMS OF SERVICE

PART IV – LIABILITY ALLOCATION, DISCLAIMERS, INSURANCE AND INDEMNITIES

29. COMPANY'S LIMITED ROLE

The Customer expressly acknowledges and agrees that the Company—

a. operates solely as a technology marketplace facilitating introductions between Customers and independent Service Providers;

b. is not a contractor, subcontractor, employer or supplier of physical services;

c. does not undertake to perform, supervise or manage any physical work;

d. does not assume responsibility for the execution, quality or outcome of any services performed by a Service Provider.

The Company's obligations are limited to operating and maintaining the Platform.

30. NO RESPONSIBILITY FOR SERVICES PERFORMED

To the fullest extent permitted by Applicable Law, the Company shall not be responsible or liable for—

a. the quality of workmanship;

b. defective repairs;

c. incomplete works;

d. delays in completion;

e. failure to attend appointments;

f. negligence of a Service Provider;

g. professional errors;

h. technical advice given by a Service Provider;

i. acts or omissions occurring at the Customer's premises;

j. disputes regarding pricing or scope of work.

The Customer acknowledges that responsibility for such matters rests solely with the Service Provider engaged.

31. NO VOUCHING FOR SERVICE PROVIDERS

Although the Company may carry out onboarding checks or request licences, certifications or identification documents from Service Providers, the Company does not warrant or represent that any Service Provider—

• possesses a particular level of skill;
• remains continuously licensed;
• is suitable for every task;
• has maintained insurance at all times;
• will comply with all legal or professional obligations.

Customers are encouraged to conduct any additional enquiries they consider appropriate before engaging a Service Provider.

32. NO GUARANTEE OF AVAILABILITY

The Company does not guarantee—

a. that Service Providers will always be available;

b. that a Booking will be accepted;

c. that services will commence at a particular time;

d. that replacement Service Providers will be available if a Booking is cancelled.

33. PROPERTY DAMAGE

The Company shall not be liable for damage to property arising out of or in connection with the performance of services by an independent Service Provider, including damage resulting from—

• negligent workmanship;
• defective installation;
• accidental breakage;
• flooding;
• electrical faults;
• structural damage;
• misuse of equipment;
• poor workmanship;
• failure to follow instructions.

Claims relating to such damage shall be pursued directly against the responsible Service Provider.

34. PERSONAL INJURY

The Company shall not be liable for any death, bodily injury or illness suffered by any person arising from—

a. services performed by a Service Provider;

b. unsafe premises;

c. hazardous conditions at the worksite;

d. misuse of tools or equipment;

e. negligent acts or omissions of the Customer or Service Provider.

Nothing in this clause excludes liability that cannot lawfully be excluded under Applicable Law.

35. LOSS OF PROPERTY

The Company shall not be responsible for—

• theft;
• loss of personal belongings;
• disappearance of property;
• damage to valuables;
• cash losses;
• loss of documents;

occurring during or after the provision of services by a Service Provider.

Customers are encouraged to secure valuable items before work commences.

36. LATENT DEFECTS

The Company shall not be responsible where—

a. pre-existing defects become apparent during repairs;

b. hidden structural issues are discovered;

c. concealed plumbing or electrical defects are revealed;

d. additional repairs become necessary due to conditions not reasonably detectable before commencement of the work.

Any variation in the scope of work arising from latent defects shall be addressed directly between the Customer and the Service Provider.

37. THIRD-PARTY MATERIALS

The Company does not manufacture, supply or warrant any—

• spare parts;
• replacement components;
• building materials;
• fixtures;
• fittings;
• appliances;
• equipment.

Any warranty relating to such items shall be provided solely by the manufacturer, supplier or the Service Provider, as applicable.

38. EMERGENCY SERVICES

Where the Platform facilitates emergency call-outs, the Company does not warrant—

• response times;
• arrival times;
• availability of technicians;
• successful completion of emergency works.

Emergency conditions are inherently unpredictable, and delays may arise due to traffic, weather, safety concerns or other operational factors.

39. FORCE MAJEURE

The Company shall not be liable for any delay or failure in performing its obligations where such delay or failure results from events beyond its reasonable control, including—

• acts of God;
• floods;
• fires;
• earthquakes;
• epidemics;
• pandemics;
• war;
• terrorism;
• civil unrest;
• strikes;
• governmental restrictions;
• internet outages;
• telecommunications failures;
• cyberattacks;
• widespread power outages.

Performance shall be suspended for the duration of the force majeure event without liability.

40. LIMITATION OF LIABILITY

To the fullest extent permitted by Applicable Law, neither the Company nor its shareholders, directors, officers, employees, affiliates, licensors or agents shall be liable for—

• indirect losses;
• consequential losses;
• incidental damages;
• special damages;
• exemplary damages;
• punitive damages;
• loss of profits;
• loss of business;
• loss of revenue;
• loss of contracts;
• loss of goodwill;
• reputational damage;
• loss of anticipated savings;
• loss of opportunity;
• business interruption;
• loss or corruption of data.

40.1 Aggregate Liability Cap

Subject to liabilities that cannot lawfully be excluded or limited, the aggregate liability of the Company arising out of or in connection with these Terms shall not exceed the total Platform service fees actually received by the Company from the Customer during the twelve (12) months immediately preceding the event giving rise to the claim.

Where no Platform service fees have been paid directly to the Company, the Company's aggregate liability shall be limited to the minimum amount permitted by Applicable Law.

41. CUSTOMER INDEMNITY

The Customer shall indemnify, defend and hold harmless the Company, its shareholders, directors, officers, employees, affiliates, successors and assigns from and against all claims, demands, proceedings, damages, losses, liabilities, penalties, fines, costs and expenses (including reasonable legal fees on an advocate–client basis) arising from or relating to—

a. breach of these Terms;

b. misuse of the Platform;

c. inaccurate information provided by the Customer;

d. unsafe conditions at the premises;

e. unlawful instructions given to a Service Provider;

f. infringement of third-party rights;

g. violation of Applicable Laws.

This indemnity survives termination of these Terms.

42. CLAIMS BY THIRD PARTIES

Where a third party asserts any claim against the Company arising from services requested by the Customer, the Customer shall, to the fullest extent permitted by law, indemnify and hold the Company harmless against such claim where it results from the Customer's breach of these Terms or unlawful conduct.

43. INSURANCE

43.1 Responsibility of Service Providers

Each Service Provider is solely responsible for obtaining and maintaining all insurance required by Applicable Law or reasonably appropriate for the services they provide, including where applicable—

• public liability insurance;
• professional indemnity insurance;
• workers' compensation insurance;
• motor vehicle insurance;
• contractor's all-risk insurance.

The Company does not provide insurance cover for Service Providers unless expressly stated in writing.

43.2 Customer Property Insurance

Customers are encouraged to maintain adequate insurance covering their property and possessions.

The Company does not undertake to insure Customer property against damage or loss arising from services arranged through the Platform.

44. COMPANY'S RIGHT TO ASSIST WITHOUT ASSUMING LIABILITY

Where a complaint or dispute arises, the Company may, at its sole discretion—

• facilitate communication;
• request documents;
• review photographs;
• assist with mediation;
• temporarily suspend accounts;
• investigate suspected misconduct.

Any such assistance is provided as a customer support function only and shall not constitute—

• an admission of liability;
• acceptance of legal responsibility;
• assumption of contractual obligations owed by the Service Provider.

45. STATUTORY RIGHTS

Nothing in these Terms excludes, restricts or limits any right or remedy that cannot lawfully be excluded or limited under—

• the Constitution of Kenya, 2010;
• the Consumer Protection Act, 2012;
• the Competition Act;
• the Data Protection Act, 2019; or
• any other applicable legislation.

Where any exclusion or limitation in these Terms is found to be unenforceable, it shall be enforced to the maximum extent permitted by law without affecting the validity of the remaining provisions.

VOLUME II – PLATFORM TERMS OF SERVICE

PART V – COMPLAINTS, REGULATORY COMPLIANCE, DISPUTE RESOLUTION AND GENERAL PROVISIONS

46. CUSTOMER COMPLAINTS

46.1 Submission of Complaints

Customers may submit complaints concerning the use of the Platform through the Company's designated customer support channels.

Complaints should, where applicable, include—

• Booking reference number;
• date of service;
• description of the complaint;
• supporting photographs;
• invoices or receipts;
• any other relevant evidence.

46.2 Initial Review

Upon receipt of a complaint, the Company may—

a. acknowledge receipt;

b. review available Platform records;

c. request additional information;

d. communicate with the relevant Service Provider;

e. determine whether the complaint concerns Platform functionality or the underlying Service Contract.

46.3 Platform Complaints

The Company shall investigate complaints relating to—

• Platform functionality;
• payment processing (where processed by the Platform);
• technical errors;
• account security;
• suspected fraud;
• breaches of these Terms.

46.4 Service Complaints

Complaints concerning—

• workmanship;
• quality of repairs;
• delays;
• pricing disputes;
• materials used;
• technical competence;
• completion of work,

shall primarily be addressed between the Customer and the relevant Service Provider.

The Company may facilitate communication but assumes no contractual responsibility for resolving the underlying dispute.

47. COMPANY INVESTIGATIONS

The Company reserves the right to investigate any matter relating to—

• suspected fraud;
• criminal activity;
• cybercrime;
• abuse of the Platform;
• breaches of these Terms;
• misuse of payment systems;
• false reviews;
• identity theft;
• intellectual property infringement.

The Company may request additional information and Users shall cooperate reasonably with such investigations.

48. ACCOUNT SUSPENSION

Without prejudice to any other rights available under these Terms, the Company may suspend or restrict access where it reasonably believes that—

a. fraudulent activity has occurred;

b. a court order requires suspension;

c. a regulatory authority issues lawful directions;

d. continued access presents a cybersecurity risk;

e. these Terms have been materially breached;

f. false information has been supplied;

g. unlawful activity is suspected.

The Company shall use reasonable efforts to notify the affected User unless prohibited by law or where doing so would prejudice an ongoing investigation.

49. ACCOUNT TERMINATION

The Company may permanently terminate an Account where—

• repeated serious breaches occur;
• fraudulent conduct is established;
• criminal misuse of the Platform is established;
• identity fraud is confirmed;
• the User repeatedly violates Platform policies;
• continued access presents unacceptable legal, regulatory or reputational risk.

Termination shall not affect any accrued rights or obligations.

50. RECORDS AND ELECTRONIC EVIDENCE

The Customer acknowledges that—

a. electronic records generated by the Platform;

b. audit logs;

c. booking records;

d. payment records;

e. electronic communications;

f. login records;

g. GPS records where applicable;

h. electronic timestamps,

may be relied upon by the Company as evidence in any legal, regulatory or arbitral proceedings, subject to the Evidence Act and other Applicable Laws.

51. REGULATORY COMPLIANCE

The Company may disclose information where reasonably necessary to comply with—

• court orders;
• warrants;
• lawful requests from law enforcement agencies;
• directives issued by competent regulators;
• statutory reporting obligations;
• anti-money laundering requirements;
• counter-terrorism financing obligations;
• tax reporting obligations.

Such disclosures shall be made only to the extent required by Applicable Law.

52. INTELLECTUAL PROPERTY

All intellectual property rights relating to the Platform, including—

• software;
• source code;
• object code;
• trademarks;
• logos;
• trade dress;
• databases;
• graphics;
• content;
• workflows;
• artificial intelligence systems;
• algorithms;
• documentation,

remain the exclusive property of the Company or its licensors.

Nothing contained within these Terms transfers ownership of any intellectual property to the Customer.

53. CONFIDENTIALITY

Users shall not disclose confidential information obtained through the Platform, including—

• proprietary business information;
• software architecture;
• pricing algorithms;
• security procedures;
• technical documentation;
• commercially sensitive information,

except where disclosure is required by Applicable Law.

This obligation survives termination of these Terms.

54. ASSIGNMENT

The Customer shall not assign, transfer or delegate any rights or obligations under these Terms without the prior written consent of the Company.

The Company may assign these Terms to—

• a holding company;
• a subsidiary;
• an affiliate;
• a successor entity;
• a purchaser of substantially all of its assets,

provided that such assignment does not materially prejudice the Customer's contractual rights.

55. AMENDMENTS

The Company may amend these Terms where reasonably necessary to—

• comply with Applicable Law;
• improve Platform security;
• introduce new functionality;
• improve customer protection;
• reflect changes in business operations.

Material amendments shall be communicated through reasonable electronic notice.

Continued use of the Platform after the effective date of any amendment constitutes acceptance of the revised Terms, except where Applicable Law requires express consent.

56. NO WAIVER

Failure by the Company to enforce any provision of these Terms shall not constitute—

• a waiver of that provision;
• a waiver of any subsequent breach;
• a waiver of any other rights or remedies.

Any waiver shall only be effective if expressly made in writing by an authorised officer of the Company.

57. SEVERABILITY

If any provision of these Terms is held by a court or arbitral tribunal of competent jurisdiction to be invalid, illegal or unenforceable—

a. that provision shall be modified to the minimum extent necessary to make it enforceable; or

b. if modification is not possible, it shall be severed,

without affecting the validity or enforceability of the remaining provisions.

58. SURVIVAL

The following provisions shall survive termination or expiry of these Terms—

• limitation of liability;
• indemnities;
• confidentiality;
• intellectual property;
• payment obligations accrued prior to termination;
• dispute resolution;
• governing law;
• record retention;
• any provision intended by its nature to survive.

59. GOVERNING LAW

These Terms shall be governed by and construed in accordance with the laws of the Republic of Kenya.

The parties irrevocably submit to the dispute resolution framework set out below, without prejudice to either party's right to seek urgent interim or conservatory relief from a court of competent jurisdiction.

60. DISPUTE RESOLUTION

60.1 Good Faith Negotiation

Any dispute arising out of or in connection with these Terms shall first be referred to authorised representatives of the parties for good-faith negotiations.

The parties shall endeavour to resolve the dispute within thirty (30) days after written notice of the dispute.

60.2 Mediation

If negotiations fail, the dispute shall be submitted to mediation before a mediator accredited in Kenya and agreed upon by the parties.

Unless otherwise agreed, mediation shall conclude within thirty (30) days of the mediator's appointment.

60.3 Arbitration

Any dispute not resolved through negotiation or mediation shall be finally resolved by confidential arbitration in accordance with the Arbitration Act, 1995.

Unless otherwise agreed—

• the seat of arbitration shall be Nairobi, Kenya;
• the language of the arbitration shall be English;
• the tribunal shall consist of one arbitrator appointed in accordance with the Arbitration Act, 1995;
• the arbitral award shall be final and binding.

Nothing in this clause prevents either party from seeking urgent interim or conservatory relief from a court of competent jurisdiction pending the constitution of the arbitral tribunal.

61. ENTIRE AGREEMENT

These Terms, together with—

• the End User Licence Agreement;
• the Privacy Policy;
• the Independent Service Provider Agreement;
• the Refund Policy;
• the Cancellation Policy; and
• any schedules or policies expressly incorporated by reference,

constitute the entire agreement between the Company and the Customer concerning access to and use of the Platform.

They supersede all prior negotiations, understandings, representations and agreements relating to the same subject matter.

62. CONTACT DETAILS

Questions regarding these Terms may be directed to:

[FIX IT DISPATCH COMPANY LIMITED]

Registered Office: Nairobi Kenya

Email: Fixit2026handyman@gmail.com

Telephone: +254751416941

Website: https://usefixitnow.com/

63. ACCEPTANCE

BY CREATING AN ACCOUNT, REQUESTING A BOOKING, MAKING A PAYMENT, CLICKING "I ACCEPT", OR OTHERWISE ACCESSING OR USING THE PLATFORM, THE CUSTOMER ACKNOWLEDGES THAT THEY HAVE READ, UNDERSTOOD AND AGREE TO BE LEGALLY BOUND BY THESE PLATFORM TERMS OF SERVICE.