Terms of Service

This term of service is a contract between you (‘you’ or ‘user’) and UPKAZI, or UPKAZI AFRICAN FREELANCERS CO. LIMITED (‘UPKAZI, ‘we’ or ‘us’) and to the extent expressly stated our subsidiaries and affiliates. You agree to read and accept all of the terms and conditions contained in this agreement in order to use our website located at https://upkazi.com/, including mobile websites and applications, owned and operated by us or our subsidiaries and affiliates (collectively, the ‘Site’), all services, applications and products which are accessible through the site. This agreement includes and hereby incorporates by reference the Privacy Policy which addresses among other things, how we collect, process and share information and this includes but is not limited to our obligations under the ISO recommendations, Payment Card Industry Data Security Standards (PCIDSS) and jurisdictional applicable laws such as Regulation (EU) 2016/679 of the European Parliament and of the Council and under the laws of federal republic of Uganda. Subject to the conditions set forth herein, UPKAZI may, in its sole discretion, amend this Agreement and the other Terms and Conditions at any time by posting a revised version on the website and will provide advance notice of at least 30 days before they take effect. Any revisions to the Terms and Conditions will take effect on the noted effective date. Your continued use of the website or the services after the Effective Date of a revised version of this Agreement constitutes your acceptance of and agreement to be bound by the Terms and Conditions as revised. In the event of a conflict between this Agreement and any other agreement, this Agreement will prevail unless the other Agreement explicitly states that it will prevail.

DEFINITION OF TERMS

Freelancer: can also mean seller, vendor, talent or professional who render services as an independent contractor.
Buyer: this can also mean client that is the recipient of the services.
Service: the act of work done.
Marketplace: buying and selling of services on the website.
User: A Buyer or freelancer.

PURPOSE OF THE WEBSITE AND WEBSITE’S SERVICES

The Site is a marketplace where Clients (or Buyer) and Freelancers can identify each other and advertise, buy, and sell Freelancer Services online. Subject to the Terms and conditions, UPKAZI provides the website services to Users, including hosting and maintaining the Site, enabling the formation of Service Contracts, and coordinating disputes related to those Service Contracts. If Users agree on terms for Freelancer Services, a Service Contract is formed directly between such Users. When a User enters a Service Contract, the User uses the website to engage, communicate, provide quotations and pay online. You acknowledge and agree that UPKAZI is not a party to any Service Contracts, and that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between UPKAZI and any Freelancer.

DIGITAL SIGNATURE

By registering for a UPKAZI account on the website (an “Account”), or by clicking to accept the Terms and Conditions when prompted on the Site, you are deemed to have executed this Agreement and the other Terms and Conditions electronically, effective on the date you register your Account or click to accept the Terms and Conditions.

YOUR CONSENT AND YOUR RIGHT TO WITHDRAW CONSENT

By registering for an Account, you consent to electronically receive and access, via email, Short Messages Services, Mobile App or Desktop Notifications, or the Site, all records and notices for the services provided to you under the Terms and Conditions that we or our subsidiaries or affiliates would otherwise be required to provide to you in paper form. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting our Customer Support via our help site at https://upkazi.com/ or email address support@upkazi.com. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal. Please note that your withdrawal of consent to receive records and notices electronically will not apply to records and notices electronically provided by us to you before the withdrawal of your consent becomes effective.

KEEPING YOUR ADDRESS AND EMAIL ADDRESS CURRENT WITH US

In order to ensure that we are able to provide records and notices to you electronically, you agree to notify us immediately of any change in your email address and phone number, updating your Account information on the Site or by contacting our Customer Support. In addition, you agree to notify us immediately of any change in your address.

ACCOUNT ELIGIBILITY

To use the Site and certain services, you are required to have a registered account. UPKAZI offers the Site and its services for your business purposes, and personal, household, or consumer use. To use the Site and its services, as a user, you must have, and hereby represent that you have, an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation or other entity) and further represent that you intend to use the Site and its services for your business purposes only, unless you use the Site and its services solely as an employee. You understand that you must comply with any licensing or registration requirements with respect to your business, and you represent that you comply with all such requirements.

To register for an Account, you must be, and hereby represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. By registering for an Account, by using the Site and its services after the Effective Date if you had an account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to:

1. abide by this Agreement and the other Terms of Service;
2. be financially responsible for your use of the Site and the purchase or delivery of Freelancer Services; and
3. perform your obligations as specified by any Service Contract that you enter into, unless such obligations are prohibited by applicable law or the Terms and Conditions.

Upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or such information or other conduct otherwise violates the Terms and Conditions, or for any other reason, UPKAZI will inform you of such untrue, inaccurate, incomplete information or other conduct otherwise that violates the Terms and Conditions, and will require you to make amendment as required with 14 days, failing to adhere to this will lead to refusal, suspension, or revocation of your access to the Site and its services.

ACCOUNT REGISTRATION – PROFILE

By registering for a Seller account, you must complete one or more profiles (“Profile”) (and you will implicitly be signed up as a Buyer), which you consent that part of the profile(s) relating to your service offerings, your work-related statistics on the Site and post work reviews and rating written by Clients you worked for on the Site will be shown to the public. If you are a Freelancer, unless you use the Site solely as an employee, you represent and warrant that you use your Profile to market your business to others for the purpose of entering into independent contractor relationships with other Users. You agree to provide true, accurate, and complete information on your Profile(s) and all registration and other forms you access on the website or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide and to correct any information about your location, your business, your skills, or the services your business provides that is or becomes false or misleading. You agree not to register for more than one Seller Account (and invariably on Buyer Account) without express written permission from us. You agree not to ask or allow another person to create an Account on your behalf, for your use, or for your benefit.

IDENTITY VERIFICATION

When you register for a Seller Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity and your ability to represent your business on work, if it is a separate legal entity. You authorize UPKAZI, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must provide us with information about you and your business.

USERNAMES AND PASSWORDS

When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your Account’s password. You authorize UPKAZI to assume that any person using the website with your username and password, either is you or is authorized to act for you. You agree to immediately change your password or notify us via email immediately at support@upkazi.com if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to your password or the password of any User of your Account. You further agree not to use any username, or password of another User of the website that you are not authorized to use, and not to allow others who are not authorized to do so to use your Account at any time.

ESCROW ACCOUNT

UPKAZI provides escrow services to Users to deliver, hold, or receive payment for an engagement, and to pay for service and payment processing and administration fees to UPKAZI (“Escrow Services”). The Escrow Services are intended for business use, so you agree to use the Escrow Services only for business purposes and not for consumer, personal, family, or household purposes.

After entering into a Service Contract, the first time a Freelancer uses the website to receive payment for an Engagement, UPKAZI will establish and maintain a “Freelancer Escrow Account” for the Freelancer to receive payments for Engagements, withdraw payments, and service fees to UPKAZI and issue refunds to Clients.

You hereby authorize and instruct UPKAZI to act as escrow agent in connection with the Escrow Account and the payment, holding, and receipt of funds for each Engagement and other specified purposes (the “Escrow”) in accordance with the Terms and Conditions and the applicable Escrow Instructions.

UPKAZI disburses funds that are payable to a Freelancer for the Engagement (less any applicable UPKAZI fees) after the lapse of the payment holding days where there is no dispute and within 3 days after the resolution of a dispute. Freelancer agrees that it will not receive interest or other earnings on the funds held by UPKAZI prior to disbursement to Freelancer.

Notwithstanding any other provision of the Terms and Conditions or the Escrow Instructions, and except as prohibited by applicable law, if we determine in our sole discretion that you have violated the conditions and restrictions of the Site or the Terms and Conditions, UPKAZI may hold the disbursement of the Freelancer Fees. Additionally, UPKAZI may also hold the disbursement of the Freelancer Fees if:

1. we have reason to believe the Freelancer Fees may be subject to dispute or chargeback;
2. we suspect fraud;
3. we deem it necessary in connection with any investigation; or
4. we are required by applicable law

PAYMENT TERMS

The fees to use the Site and Its services are paid solely by the Freelancer. When a Client pays a Freelancer, or when funds related to an Engagement are otherwise released to a Freelancer as required by the applicable Escrow Instructions, UPKAZI will credit the Freelancer Wallet for the full amount paid or released, and then deduct and pay to UPKAZI a service fee in the amount specified in the UPKAZI Fee Agreement (the “Commission”). Freelancer agrees to pay UPKAZI Commission for using the Site.

In cases of fraud, abuse, or violation of the Terms of Service, UPKAZI reserves the right to revoke any payments. In addition, we reserve the right to seek reimbursement from you, and you will reimburse us, if we suspect fraud or criminal activity associated with your payment, withdrawal, or Engagement; if we discover erroneous or duplicate transactions; or where we have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Freelancer. You agree that we have the right to obtain such reimbursement by deducting it from the applicable Wallet Available Balance, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of chargebacks would be a ground for termination of the applicable Wallet and revocation of your access to the Site.

However, our premium services allow clients (buyers) to opt-in to payment of monthly or annual subscriptions in order to have access to additional benefits such as using UPKAZI audio/video conferencing and multi-user chat resources and other resources to hold conference meetings with other users in relation to their projects.

NON-PAYMENT

If a Client fails to pay the Freelancer Fees or any other amounts due under the Terms and Conditions, UPKAZI may suspend or close Client’s Account, including the Client or Buyer Wallet and revoke Client’s access to the Site, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Freelancer Services. Without limiting other available remedies, Client must pay UPKAZI upon demand for amounts owed under the Terms and Conditions, plus interest on the outstanding amount at the rate specified by us, plus legal fees and other costs of collection. To the extent permitted by applicable law, UPKAZI, at our discretion, may set off amounts due against other amounts received from or held by UPKAZI for the Client, make reports to appropriate credit rating agencies and/or law enforcement authorities, and cooperate with credit rating agencies and/or law enforcement authorities in any resulting investigation or prosecution.

FORMAL INVOICES AND TAXES

Freelancer acknowledges and agrees that Freelancer is solely responsible for:

1. All tax liability associated with payments received from Freelancer’s Clients and through UPKAZI , and that UPKAZI will not withhold any taxes from payments to Freelancer unless required to under applicable law.
2. Obtaining any liability, health, workers’ compensation, disability, unemployment, or other insurance needed or required by law, and that Freelancer is not covered by or eligible for any insurance from UPKAZI .
3. Determining and fulfilling Freelancer’s obligations under applicable laws and regulations with respect to invoicing and reporting, collecting, or remitting any applicable taxes or charges.
4. if outside of the United States, determining if UPKAZI is required by applicable law to withhold any amount of the Freelancer Fees and notifying UPKAZI via email support@upkazi.com of any such requirement and indemnifying UPKAZI for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest).

UPKAZI Fees are exclusive of taxes. UPKAZI does not collect taxes it is not required to collect, but UPKAZI may be required by applicable law to collect certain taxes or levies, including income tax or VAT (which some jurisdictions refer to as GST or local sales taxes). These collection requirements and rates may change based on changes to the law in your area. Any amounts UPKAZI is required to collect or withhold for the payment of any such taxes shall be collected in addition to the fees owed to UPKAZI .

In the event of an audit of UPKAZI, Freelancer agrees to promptly cooperate with UPKAZI and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to UPKAZI.

PAYMENT METHODS

In order to use certain Site services, Client must provide account information for at least one valid Payment Method. Client hereby authorizes UPKAZI to run debit/credit card authorizations on all debit/credit cards provided, run debit/credit transaction on all Client’s Buyer Wallet, PayPal, Bank Account or USSD accounts provided by Client or Freelancer, to store debit/credit card and banking or other financial details as Client’s or Freelancer’s method of payment for Services, and to charge Client’s debit/credit card (or any other Payment Method). Debit/Credit cards, Buyer Wallet and PayPal accounts and, if applicable, bank accounts will be charged by UPKAZI.

By providing Payment Method information through the Site, User represents, warrants, and covenants that:

1. User is legally authorized to provide such information;
2. User is legally authorized to perform payments using the Payment Method(s); and
3. Such action does not violate the terms and conditions applicable to User’s use of such Payment Method(s) or applicable law.

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

NON-CIRCUMVENTION

You acknowledge and agree that a substantial portion of the compensation UPKAZI receives for making the Site available to you is collected through the Commission described above. UPKAZI only receives this Commission when a Client and a Freelancer pay and receive payment through the website. Accordingly, for 24 months from the time you identify or are identified by any party through the website (the “Non-Circumvention Period”), you agree that you shall only use the website as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “UPKAZI Relationship”).

You agree to notify UPKAZI Immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site.

ANTI DISCRIMINATORY

UPKAZI is dedicated to sustaining an environment of respect and inclusivity for all its users. On our platform, we vehemently denounce all forms of discrimination based on gender, race, disability, and other factors. We expect unwavering adherence to this policy from both clients and freelancers, who are strictly prohibited from engaging in any form of harassment. Any violation of this policy will be considered a breach of our Terms and may result in penalties. We express our gratitude for your support in promoting equality and improved working relationships by joining forces in our commitment to fostering a culture that values diversity.

SERVICES

Freelancer will perform the Freelancer Services in a professional and workmanlike manner and will timely deliver any agreed upon Work Product. Please read the freelancers etiquette. The manner and means of performing the Freelancer Services will be determined and controlled solely by Freelancer, which is engaged by Client as an independent contractor and not as an employee or agent of UPKAZI.

If a Freelancer subcontracts or employs third parties to perform Freelancer Services on behalf of the Freelancer for any Engagement, the Freelancer represents and warrants that it shall remain responsible for all services performed under the Engagement, including ensuring that the services comply with the Terms and Conditions (including confidentiality and intellectual property obligations).

Freelancer should recognize that there might be a need for Client to disclose certain confidential information to be used by Freelancer for the purpose of delivering their Service, and to protect such confidential information from unauthorized use and disclosure. Therefore, Freelancer agree to treat any information received from Client as highly sensitive, top secret and classified material. Without derogating from the generality of the above, Freelancer specifically agree to

1. maintain all such information in strict confidence
2. not disclose the information to any third parties
3. not use the information for any purpose except for delivering their Service and
4. not to copy or reproduce any of the information without the Client’s permission

UPKAZI retains the right to use all publicly published delivered works for its marketing and promotional purposes.

Certain works that offer local services might require Buyers and Sellers to meet in person in order for the Seller to perform the service. In such cases, users should note that UPKAZI does not guarantee the behavior, conduct, safety, suitability or ability of either Buyers or Sellers. Both Buyers and Sellers agree that the entire risk arising out of their meeting and/or their use or performance of local services remains solely with them, and UPKAZI has no responsibility or liability related to any local services provided by the Sellers.

In the event that the service is performed on the Buyers’ premises, Buyers are encouraged to maintain proper insurance policies to cover their liability as the premise owner. UPKAZI Terms of Service remain applicable to orders that are performed outside of the marketplace (including, among others, the below restrictions on Unlawful Use, Inappropriate Behavior & Language, and Targeted Abuse).

DISPUTE RESOLUTION

In an event of dispute which could not be resolved between a buyer and a seller the issue is escalated to UPKAZI Dispute Management Team for settlement. The Team will resolve the matter only base on the quotation which the seller submitted and was ordered by the buyer. In this case the UPKAZI Team can arrive only at two (2) decisions, namely, either to Pay the seller their full payment (if the seller is not guilty) or fully refund the buyer (if the seller is guilty). In addition, the seller is charged 7% of the full payment if they are found guilty. The settlement of dispute is the sole responsibility of UPKAZI Dispute Management Team.

TERMINATION

Without prejudice to any remedy or right reserved by the parties, UPKAZI may terminate the service and/or suspend the Freelancer’s access to the service at any time without notice to the Freelancer for breach of any of the terms of this Terms and Conditions.

The Freelancer shall give UPKAZI 14 days’ notice of its intention to discontinue the use of the services via email.

The Service shall automatically terminate if:

1. The Freelancer is wound up or goes into liquidation/bankruptcy or for any reason ceases or is likely to cease to carry on its business or transfers its business.
2. The obligations of the Freelancer become prohibited by law or any other regulatory authority
3. The Freelancer fails to perform its obligations under this Terms and Conditions or in accordance with any further terms and conditions as may be advised by UPKAZI from time to time.
4. If any event or series of event occurs which may render the Freelancer unable to comply with its obligations under the terms and conditions, or any other agreement with the client.