Terms and Conditions - FlexiWork - Contractors
MOOVUP - FLEXIWORK'S TERMS AND CONDITIONS OF USE AND SERVICES
Employment Agency Licence No.: 63880
Terms and Conditions (FlexiWork – Contractors)
moovup (HK) Limited and its affiliates (collectively, “we”, “us”, “our” or “Moovup”) is a marketplace platform company that provides an on-demand service that allows businesses (“Customers”) with intermittent needs for services to connect with our network of registered independent contractors (“Contractors” or “you”) for various short-term service assignments.
These Terms sets out the terms and conditions, which you accept by accessing and/or using the Moovup Platform, as well as to all information and services provided to you by means of your access and use of the Moovup Platform. We have incorporated by reference some linked information, which form part of these Terms.
Please review these Terms carefully. You must be at least 18 years old and legally authorized to work in Hong Kong in order to use the Moovup Platform. If you do not meet these criteria, you may not register on and/or use the Moovup Platform.
If you do not agree to any of these Terms, please do not install any application offered by the Moovup Platform, delete any such installed application, and do not register on, and/or use, the Moovup Platform.
1. Definitions and Interpretation
(a) In these Terms, the following definitions and rules of interpretation apply unless otherwise defined or the context requires otherwise:
“Accepted Request” has the meaning as given in clause 4(a);
“Advertisements” means any promotion messages and information that may appear on your computer, mobile device or otherwise during the operation of the Moovup Platform;
“Appointment” has the meaning as given in clause 4(b);
“Confidential Information” means any and all information related to Moovup’s or any Customer’s business (including trade secrets, technical information, business forecasts and strategies, marketing plans, customer and supplier lists, personnel information, financial data, and proprietary information of third parties including Customers) that Moovup and/or the Customer considers to be confidential or proprietary or which Moovup has a duty to treat as confidential;
“Contractor Content” means any and all content or information which you have or will provide to us;
“Contractor Services” means the services described in a Request for services by a Contractor to a Customer;
“Hire” means the retention of a Contractor as an employee, independent contractor, agent, intern or otherwise;
“Moovup Platform” means the web platform and any other related Moovup online and offline platform, service, tool or application supplied by us and accessed and/or used by you through which you may obtain the Services;
“Request” has the meaning as given in clause 4(a);
“Service Agreement” has the meaning as given in clause 4(b);
“Services” means any and all services provided by us to you by means of your use of the Moovup Platform, including but not limited to the services described in clause 4(a);
“Terms” means the terms and conditions of this User Agreement, as may be modified by us from time to time in accordance with clause 2; and
“User Account” has the meaning as given in clause 3(b).
(b) Headings are for convenience only and do not affect interpretation. The singular includes the plural and the masculine shall include the feminine and neuter and vice versa.
(c) A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.
2. Acceptance of Terms
By your registration on, and/or use of, the Moovup Platform, you acknowledge that you have read, understand and agree to be bound by these Terms and all linked information, which form part of the agreement and is effective and legally binding as if you had signed it.
We reserve the right, at any time and from time to time, to amend or otherwise modify or replace any of these Terms, or change, suspend or discontinue the Moovup Platform and its related services (including but not limited to the availability of any feature or content), effective upon making the modified provisions available on our website: moovup.com, the Moovup Platform or by notifying you directly. We may also impose limits on certain features and services or restrict your access to part or all the Moovup Platform services without notice or liability.
You are responsible for regularly reviewing these Terms for modifications and updates to its terms. Continued use of the Moovup Platform after any such changes are made to these Terms shall constitute your consent to such changes. Other than making the changes available on our website, we do not assume any obligation to notify you of any changes to these Terms, or the creation or modification of any additional terms.
(a) You will not use the Moovup Platform if you are:
- not an individual;
- under the age of 18;
- not able to form legally binding contracts;
- not legally authorized to work or render services under the laws of Hong Kong; or
- suspended from using the Moovup Platform.
(c) You agree to:
- provide us with all information and supporting documents (including but not limited to identity and address proof) as we may request for registration of a User Account and our internal screening and verification procedures; and
- transfer to us any and all ownership and intellectual property rights that you may have in respect of any introduction or interview videos that you may provide us or upload to our Moovup Platform in connection with your User Account registration and/or access and use of the Moovup Platform;
(d) We have the right to suspect, restrict or terminate your access to the Platform and/or the Services at any time without any liability on our part if we have reasonable grounds to believe you have breached any of these Terms or in our opinion you misuse or otherwise abuse the Moovup Platform or the Services. This does not limit our right to take any other action against you that we consider appropriate to defend our rights or those of any other person.
(e) Upon registration of a user account on the Moovup Platform, you must keep secured and confidential any username and password used in relation to your access and use the Moovup Platform or the Services. You must not share your login credentials with others. We shall assume that any person using your mobile device and/or your login credentials is you or a person authorized by you. You, as the account holder, are responsible for all actions taken by use of your User Account by any person.
4. Contractor Services
(a) Moovup Platform and Contractor Contractor Services. We offer a technology platform to provide information and a means for you to receive and review requests for Contractor Services (each a “Request”) from Customers and to determine your interest in and availability to respond to such requests. Each Request will include a description of the Contractor Services, the date(s) and start and end time(s), the compensation metrics for the Contractor Services, and any other specific requirements for the Contractor Services. The Moovup Platform enables you to apply for a Request within twenty-four (24) of the notification of such Request, and the relevant Customer has the sole discretion to accept or reject each such application. If the Customer accepts your application for the Contractor Services specified in relevant Request, we will notify you of such acceptance. Without prejudice to clause 4(b), if you apply for a Request and the Customer accepts your application, a contractual agreement (an “Accepted Request”) is formed directly between you and such Customer.
(b) Service Agreement. Each Request can cover a single day or multiple days; each day is separately referred to as an “Appointment”. An Accepted Request that contains multiple Appointments which fall on or before and after the 14th day of a calendar month are automatically split into two (2) separate contractual agreements between you and the relevant Customer(s) (each a “Service Agreement”): the first agreement covering Appointment(s) that fall between the first (1st) and fourteenth (14th) day of a calendar month, and the second agreement covering Appointment(s) that fall between the fifteenth (15th) and last day of a calendar month
(c) Best Efforts. By registering to become a Contractor on the Moovup Platform and applying for a Request, you agree to use your best efforts to perform the Contractor Services such that you meet the requirements and specifications of the Customer, for whom the Request was created. Do not apply to a Request unless you are sure that: (1) you understand what you are being asked to deliver; (2) you can perform the Contractor Services identified in the Request; (3) you can perform the Contractor Services in the requested time period; and if required, you can get to and from the Customer’s location. Failure to timely perform the Contractor Services consistent with the Customer’s requirements and specifications will constitute a breach, resulting in non-payment. Further, in the event of such a breach, you will be responsible for payment of any additional fees (e.g., rush fees) or costs incurred as a result of your failure to timely complete the Accepted Request in accordance with the Customer’s requirements.
(d) Time Tracking. You will use a mobile application or other Moovup technology to track time worked for the Customer for purposes of computing the service fees payable under the Accepted Request and these Terms. The completion of the applicable job and the time worked will be reviewed by the Customer on a daily basis. You must not record or modify your time entries in an inaccurate manner.
(e) Termination; Removal of Contractor by Customer. Both you and the Customers have the right to, for any reason, terminate the Accepted Request if the request to terminate occurs during the first Appointment of your first Accepted Request with such Customer via the Moovup Platform. In that case, the relevant Service Agreement(s) will terminate and your compensation due from the Customer will be limited to the amount for the time actually worked by you prior to such termination.
In addition, you acknowledge and agree that time is of the essence for your completion of Accepted Requests. Thus, if an Accepted Request has a set start time and you are not present and available at the set start time, the Customer may terminate the Accepted Request without liability to you.
(f) Feedback and Reviews. You acknowledge that you transfer copyright of any feedback, reputation or reviews you leave consisting of comments and any rating(s) together with any composite rating by us. You acknowledge that such feedback, reputation and reviews belong solely to us, notwithstanding that we permit you to use it on the Moovup Platform while you have a User Account. You may not do (or omit to do) anything that may undermine the integrity of the Customer feedback system. We are entitled to suspend or terminate your User Account at any time if we, in our sole and absolute discretion, are concerned by any feedback about you, or your feedback rating, where we believe our feedback system may be subverted. Our feedback ratings belong to us and may not be used for any purpose other than facilitating the provision of the Services to our users and of your services to Customers via the Moovup Platform. You may not use your feedback (including, but not limited to, marketing or exporting your any or all of your composite rating(s) or feedback comments) in any real or virtual venue other than those operated by us or our related entities, without our written permission.
(g) You acknowledge and agree that we only act as an intermediary between you and the Customers and we are not your agent or the agent of the Customers. We are not responsible for the behaviour, negligence, conduct, actions or inactions on the part of the Customers which you may perform Contractor Services for (through the Moovup Platform or otherwise). Any contract for the provision of services is between you and the Customer(s) and not us. Save and except that we provide periodic settlement of payment arrangement services (please refer to clause 5 for details) between you and the Customer(s), we are never and shall never be a party to any agreement (to be) entered into between you and any Customer. If you have any issues in relation to the Contractor Services provided to the Customer(s), then that dispute must be taken up with the respective Customer(s) directly.
5. Payment You understand and agree that any and all fees receivable or payable under completed Service Agreements will be settled on a monthly basis within thirty (30) days from the end of the relevant calendar month via us (and not directly between you and the Customer(s)). You irrevocably appoint us as your receiving agent to receive such fees from the Customer(s) on your behalf. You further acknowledge and agree that we will transfer the aggregate amount of all fees receivable from any and all completed Service Agreement(s) within the relevant calendar month (without interest and subject to deduction of our administrative fees (if any)) on a monthly basis to your bank account as last made known to us in your User Account (via Faster Payment System (FPS), or such other payment method as we may notify you from time to time). You agree that we are not under any obligation to verify your bank account details and we shall have been deemed to have fully satisfied our payment obligations upon transfer of the relevant fees to the bank account as last made known to us in your User Account.
6. Independent Contractor Relationship
(a) Nothing in these Terms is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between Moovup and you or between the Customer and you. You will take no position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving Moovup or the Customer that is inconsistent with your being an independent contractor (and not an employee) of Moovup or the Customer. You are not the agent of Moovup or the Customer and you are not authorized, and must not represent to any third party that you are authorized, to make any commitment or otherwise act on behalf of Moovup or the Customer.
(b) As an independent contractor, you are solely responsible for determining which Request you apply to and work, and how, when and where you will perform the Contractor Services under these Terms. Moovup will provide no supervision and will have no control over the manner or time in which you perform the Contractor Services. Further, you must provide all equipment, tools, material and labour that may be necessary to perform the Contractor Services. You acknowledge and understand that Moovup will not provide you with any equipment, tools, material, labour, or any expense reimbursement to perform the Contractor Services and will only (subject to these Terms) provide you with access to the Moovup Platform for purposes of enabling you to access to apply and work (if you so choose) Requests and engage in incidental, related activities (if you so choose).
(c) Nothing in these Terms is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) you from engaging in other business activities or providing your services to others that are separate and distinct from any business activities or services that you conduct through the Moovup Platform. Moovup does not restrict your right to provide services to other parties and acknowledges that you can earn income from other sources. Moovup does not guarantee any minimum amount of Requests or Accepted Requests and does not instruct you how to perform the work or oversee any of the actual Contractor Services performed by you.
(d) Without limiting the generality of the foregoing:
(i) No Employee Benefits and Contributions. You are not entitled to, or eligible for, any benefits that Moovup or the Customers or any of their respective affiliates or related entities may make available to their employees. Because you are an independent contractor, neither we nor the Customers will withhold or make any payments for any employment-related, social security or mandatory provident fund contributions or levies or obtain employees’ compensation insurance for or on your behalf. In addition, you are solely and exclusively responsible for your own insurance.
(ii) Taxes. You are responsible for filing all tax returns and submitting all payments as required by any government or regulatory authorities arising from the payment of any monies to you under these Terms. You will comply with all applicable laws governing self-employed individuals, including laws requiring the payment of taxes, such as income taxes, mandatory provident funds and other contributions. To the extent required by the any government or regulatory authorities, Moovup and/or Customer will report the payments paid to you for services rendered as part of any Service Agreements by filing the necessary tax returns. You agree to indemnify Moovup and Customer for the cost of any liabilities incurred by Moovup and/or Customer as a result of your failure to pay all applicable taxes in a timely manner.
7. Representations and Warranties
(a) You represent, warrant and covenant that: (i) all information and details provided by you to us (including through the Moovup Platform or otherwise) are true, accurate, complete and up-to-date in all respects and at all times;
(ii) you will fully conform to the Customer’s specifications, requirements, and other terms of any Request that the Customer has accepted you for and the Contractor Services performed will be of a professional and workmanlike quality;
(iii) you will only accept Requests for which you have the necessary skills, training, qualifications, expertise, licensure, and authority, and will perform Accepted Requests safely and in accordance with all applicable laws and regulations;
(iv) you own or has sufficient rights to the Contractor Content, and that neither the Contractor Content nor the use and/or provision of it to others will infringe, misappropriate or violate any third party’s intellectual property rights or privacy or any applicable law or regulation;
(v) you will treat Customers introduced to you through the Moovup Platform with respect and not to cause damage to their property or reputation, or engage in any unlawful, threatening, harassing or abusive behavior or activity under any circumstances;
(vi) you will treat members of our staff with courtesy and not to exhibit any unlawful, threatening, harassing or abusive behavior towards our staff under any circumstances;
(vii) you will promptly notify us if a Customer or their officer, employee or anyone retained by any of them Hires you for any period of time where you are compensated outside the Services (including the Moovup Platform) in the year following your last contact with the Customer via the Services or Moovup Platform;
(viii) you will not use the Moovup Platform and/or the Services to access or attempt to access the accounts of other Contractors or Customers, or to penetrate or attempt to penetrate any security measures;
(ix) you will not use the Platform and/or the Services (1) for any unlawful purpose, and (2) in any way that interrupts, damages, impairs or renders the Moovup Platform or the Services less efficient;
(x)you will comply with all applicable laws while using the Moovup Platform, the Services and/or rendering your Contractor Services to Customers;
(xi) you will refrain from doing anything that we reasonably believe to be disreputable or capable of damaging our reputation; and
(xii) you will compensate and defend us fully against any claims or legal proceedings brought against us by any other person as a result of your breach of any of these Terms and/or applicable laws, whether or not referenced in these Terms.
We may from time to time offer promotions on the Moovup Platform. We reserve the right to amend, suspend, withdraw or terminate, whether in whole or part, any and all such promotions without prior notice and at our absolute discretion.
9. Links and Advertisements
The Moovup Platform may contain Advertisements and links to third party websites. We shall not be responsible for the contents and accuracy of any Advertisement. Any links to third party websites are provided solely for your convenience and not in any way as an endorsement by us of the contents on such third party websites. If you access any linked third party website or Advertisement, you do so entirely at your own risk. We shall not be responsible for any transactions between you and any advertisers or third party website operators.
By accepting these Terms and using the Moovup Platform, you agree that you shall defend, indemnify and hold us, our affiliates, our licensors, and each of our and their respective officers, directors, other users, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation, whether or not referenced herein; (b) your violation of any rights of any third party, including the Customers introduced via the Moovup Platform; or (c) your use or misuse of the Moovup Platform.
(a) The Moovup Platform is provided to you on an “as is” basis. We do not guarantee that the Moovup Platform is compatible with your computer or mobile device or that (the contents of) the Moovup Platform and our website are free of errors, defects, malware and viruses or that the Moovup Platform and our website are correct, up to date and accurate.
(b) We do not warrant and accept no liability concerning the Services (including the Moovup Platform), including without limitation regarding any content contained in or accessed through the Services, the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Moovup Platform or any claims, actions, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the the Services (including the Moovup Platform). We make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Moovup Platform. You agree that we have no liability for the action or inaction of any Customer, and that we do not guarantee or warrant any Customer’s performance of their obligations (including payment obligations) under an Accepted Request or Appointment.
(c) Users of the Moovup Platform may use location and/or time tracking software or technology to facilitate and improve work tracking. You acknowledge and accept that the location and/or time tracking feature is not error-free and the information provided by it may not be accurate. Your use of any location and/or time tracking feature is solely at your own risk and we accept no responsibility or liability in connection with any such use of and/or reliance on such tracking information by you.
(d) The use of the Moovup Platform and/or the Services is at your sole risk. To the fullest extent permitted by applicable law, we shall not be liable for any damages resulting from or in connection with the use or inability to use the Moovup Platform and/or the Services (including any consequential, indirect or incidental damages or any loss of profit or damages to your computer or mobile device or otherwise).
12. License of the Moovup Platform
(a) Subject to your compliance with these Terms, we grant you a non-exclusive and non-transferrable licence to access and/or use the Moovup Platform on your computer and/or mobile device or otherwise.
(b) Your use of the Moovup Platform grants you no rights in relation to our intellectual property rights (including, without limitation, copyright, trade marks, logos, graphics, photographs, animations, videos and text or rights in the Moovup Platform) or the intellectual property rights of our retail or advertising partners, other than the non-transferable personal right to use and receive the Contractor Services in accordance with these Terms.
(c) You must not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or the Moovup Platform in any way; (ii) modify or make derivative works based upon the Services or the Moovup Platform; (iii) create Internet “links” to the Moovup Platform or “frame” or “mirror” any other server or wireless or Internet-based device; (iv) reverse engineer or access the Moovup Platform in order to (1) design or build a competitive product or service, (2) design or build a product using similar ideas, features, functions or graphics of the Services or the Moovup Platform, or (3) copy any ideas, features, functions or graphics of the Services or the Moovup Platform; or (v) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Services or the Moovup Platform.
13. Personal data and privacy
(a) You may not assign or transfer any of your rights or obligations under these Terms to any person without our prior written approval. We may assign and transfer any of our rights and obligations under these Terms to any person without your consent.
(b) We may give notice by means of a general notice on the Moovup Platform, or by electronic mail to your email address as last made known to us in your User Account, or by written communication sent by regular mail to your address as last made known to us in your User Account.
(c) Confidentiality. From time to time, you may be given access to Confidential Information while performing engagements that you receive through Moovup Platform. At all times, you will (i) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by these Terms, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining express prior written consent of Moovup and/or Customer (as applicable) on a case-by-case basis.
(d) If any provision under these Terms is rendered void, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected by it and shall continue to apply.
(e) The original text of these Terms is in English. In the event of any inconsistency between the English text and any foreign language translation, the English text shall prevail.
15. Written agreement shall supersede these Terms These Terms are generally applicable to your use of the Moovup Platform and/or the Services. However, in the circumstances where we have entered into a separate written agreement with you or otherwise agreed such terms with you in writing, then in the event of discrepancies, terms in such written agreement or otherwise agreed in writing shall prevail when seeking to resolve any such discrepancy.
16. Governing law and jurisdiction These Terms shall be governed by and construed in accordance with the laws of Hong Kong. Both you and us agree to submit to the exclusive jurisdiction of the courts of Hong Kong as regards any dispute or matter arising under these Terms.