Last updated on 21 September 2021
TERMS OF USE
These terms of use (the “Agreement”) govern the use and access of the Abayiribi App and Website (as defined below) including any content, functionality and services offered on or through www.ad.urbanug.net or the Abayiribi App by Greenmonday Technologies.
This Agreement is entered into between you as the customer (“You” or “Customer”) and Abayiribi (referred to individually as a “Party” or collectively as the “Parties”), where You wish to use the Website to engage service professionals or an entity through which such independent service professionals (collectively or individually referred to as “Professional/s”) who wish to provide Professional Services (as defined hereinafter) to You using the Abayiribi Platform. If you do not agree to accept and be bound by this Agreement, You must immediately stop using the Abayiribi Platform.
PLEASE READ THIS AGREEMENT THOROUGHLY AND CAREFULLY. CAPITALISED TERMS IN THIS AGREEMENT HAVE THE MEANING GIVEN TO THEM IN EXHIBIT A.
THE PARTIES AGREE TO THE FOLLOWING:
PART 1: GENERAL
This Agreement and the Privacy Policy constitutes a legally binding agreement between Abayiribi and the Customer. This Agreement sets out provisions that define the Customer’s legal rights and obligations with respect to its use of and participation in (i) the Abayiribi Platform as a whole, including the classified advertisements, forums, various email functions and internet links, and all content and Abayiribi services available through the domain and sub-domains of Abayiribi located at www.urbancompany.com (collectively referred to herein as the "Website"), and (ii) the online transactions between Customers and those Professionals who are providing services via the Abayiribi Platform (collectively “Services”). This Agreement incorporates by reference, the Privacy Policy through the link here as well as through the link titled “Privacy” on the Website and applies to all users of the Abayiribi Platform, including users who are also contributors of video content, information, private and public messages, advertisements, and other materials on the Abayiribi Platform.
The Website is owned by Greenmonday Technologies and licensed to Greenmonday Technologies with all requisite rights and licenses to authorise Abayiribi to engage with the Customer as set out in the Agreement.
You acknowledge that the Abayiribi Platform serves as a venue for the online distribution and publication of information submitted and exchanged between Customers and Professionals, bookings for Professional Services and by using, visiting, registering for, and/or otherwise participating in this Website, including the availing of any services presented, promoted, and displayed on the Abayiribi Platform, and by clicking on "I have read and agree to the terms of use", You hereby certify that: (1) You are a Customer, (2) You have the authority to enter into this Agreement, (3) upon confirmation of a booking by You, You authorise the transfer of payment for Professional Services requested from the Website or the Abayiribi App, and (4) You agree to be bound by all terms and conditions of this Agreement and any other documents incorporated by reference. If the You are accessing and using the Abayiribi Platform, You confirm that You are at least 18 years of age or the age of majority in the relevant jurisdiction, whichever is greater, and are fully able and competent to enter into, and comply with this Agreement.
PART 2: GENERAL TERMS
Abayiribi’s Role and Use of Abayiribi’s Services
1. Abayiribi enables Customers to avail of services on the Abayiribi App and Website. While Abayiribi as a marketplace helps facilitate transactions that are carried out on the Abayiribi App and/or Website, the Customer acknowledges that Abayiribi is a technology services provider and is not providing the Professional Services. The Professional Services are provided by independent third-party contractors who are not employed by Abayiribi or any of its affiliates. Any contractual arrangements fulfilled at the completion or delivery of services by a Professional is solely between the Customer and the Professional.
2. The Customer agrees that, in accepting this Agreement, it does so to avail Abayiribi services in order to connect with Professionals for availing Professional Services through the Abayiribi Platform.
Account Creation
1. The Customer shall use the Abayiribi App to contract directly with Professionals for Professional Services. The Customer must register itself with an online account on the Abayiribi Platform and promptly submit details required in Exhibit B(“Registration Data”). The Customer shall submit the Registration Data to register itself. The Customer acknowledges that such Registration Data, as submitted must be valid, true and correct. Upon acceptance of the Registration Data, Abayiribi will open an account in the name and details provided by the Customer (the “Account”). The Customer shall be solely responsible for the confidentiality of its login credentials and any unauthorised use thereof.
2. The Customer agrees to comply with the Registration Data requirements in Exhibit B, and the other terms of this Agreement. The Customer’s registration on the Abayiribi Platform may not be accepted if the Customer does not provide Abayiribi with the required information. Abayiribi reserves the right to decline any registration at its sole discretion. Abayiribi reserves the right to undertake such checks and diligence as may be required to verify the identity of the Customer.
3. Upon successful registration of an Account, the Account shall remain valid indefinitely subject to suspension or termination in accordance with the terms of this Agreement. The Customer agrees to maintain the security of its Account information and the Customer is responsible for all activity in connection with its Account. By creating the Account and providing consent, the Customer agrees that communication may be made with the Customer via telephone, SMS or other means at any contact details that the Customer provides.
4. The Customer agrees that the Abayiribi Platform will not be used for any illegal or unlawful purposes and the Customer shall use the Abayiribi Platform solely in accordance with this Agreement and all applicable laws. The Customer will be solely liable for any willful or reckless misuse of the Abayiribi Platform through the Account or otherwise.
5. The Customer shall not permit any unauthorised third party to use the Abayiribi Platform under any circumstances and will not share his/her Account login details with any unauthorised third party. The Customer will at all times comply with such security requirements in relation to the use of the Abayiribi Platform (including any requirements in relation to the verification of the Customer's identity) as are notified in writing to it by Abayiribi from time to time. The Customer agrees to immediately inform Abayiribi of any actual or suspected breach of Abayiribi Platform security requirements or any improper use or disclosure of the Customers’ login details to the Abayiribi Platform.
Devices And Communications
1. For registration on the Abayiribi Platform, the Customers are encouraged to possess an electronic device (such as a smartphone, PC or handheld device), which is for optimum functionality of the Abayiribi App with a functioning mobile number, the ability to read text messages (SMS) and push notifications sent by Abayiribi (the “Device”).
2. If the Device is lost or stolen, the Customer must promptly inform Abayiribi of such occurrence, to ensure that access to the Abayiribi Platform via the Device is immediately blocked, suspended or deactivated so that the Device can no longer be used to access the Platform. For the avoidance of any doubt, Abayiribi does not have the ability to block, suspend or deactivate the Device itself but only, access to the Abayiribi Platform from the Device.
3. When we contact a Professional on your behalf via the Abayiribi Platform, the Customer consents that Abayiribi may monitor and/or record those communications for quality assurance, customer satisfaction and other purposes.
Service Requests
1. Abayiribi connects Customers seeking services and Professionals providing such services sought by the Customer.
2. The Website allows Customers to send a request for Professional Service. Once a Service Request is made:
• Abayiribi will send Service Requests to the available Professionals based on their availability and internal allocation processes as solely determined by Abayiribi.
• The Service Request may be accepted based on the availability of Professionals for the required location at the requested time.
• Your request is subject to acceptance by a Professional. Once a Professional has accepted the Service Request, Abayiribi will inform the Customer via an SMS, push notification or confirmation screen in the Abayiribi App/Website. If no Professional is available to accept the Service Request, Abayiribi will notify the Customer in the same manner.
3. The services provided through the Platform shall include:
• Accepting Service Requests subject to the terms herein;
• Identifying Professionals to provide Professional Services;
• Remotely monitoring start and end of Service Request using the Abayiribi App;
• Receiving and dealing with feedback, questions and complaints relating to Service Request;
• Providing customer support for grievances;
in each case in accordance with any relevant provisions of Applicable Laws.
4. Once a Service Request has been accepted Abayiribi may provide:
• The Customer with a booking confirmation through the Abayiribi App, and information regarding the Professional (including the contact number, a picture of the Professional and any other details Abayiribi considers appropriate); and
• The Professional with Customer details, such as services sought and location, necessary to enable the Professional to provide the services.
• While Abayiribi requests each Professional to use all reasonable efforts to arrive prior to requested service time slot, if there is any delay, the Customer should contact the Professional through the Abayiribi App or by contacting Abayiribi via in-App support or at its call centre, if available.
5. The Customer agrees that upon a Service Request being allocated to the Professional on the Abayiribi App as described above, the acceptance and completion of a Service Request will constitute an independent Professional Services contract between the Professional and the Customer. The Customer agrees that upon accepting the Service Request, Abayiribi may provide to the Professional, the service location, mobile phone number of the Customer, rating of the Customer and such other information to enhance and facilitate the provision of Professional Services by the Professional directly to the Customer, and for the Professional to identify the Customer.
6. Once a Service Request is allocated to the Professional, Abayiribi will provide the Professional with the necessary Customer details in order to enable the Professional to provide the Professional Services directly to the Customer.
7. If the Customer needs to cancel an assigned Service Request, the Customer must immediately contact Abayiribi’s customer care or may cancel an assigned Service Request through the Abayiribi App.
8. The refund of any payments made by you towards the booking of the Professional Services shall be governed by Abayiribi’s Cancellation Policy as provided herein or as updated by Abayiribi from time to time on the Abayiribi Platform.
9. If you have provided your consent to receive the following, Abayiribi or its authorised representative, shall provide information regarding services, discounts and promotions provided by Abayiribi to You by way of an SMS or email to Your registered mobile number/registered email ID. You also have the option to discontinue receiving such information at any point of time. To discontinue receiving such information, You may at any point of time visit the settings page on the Abayiribi App discontinue the same.
10. If the Customer requires any assistance in relation to the Abayiribi Platform or any Service Request, they should contact the Abayiribi customer care or send an email at help@urbancompany.com.
11. The contract for the Professional Services will be a contract solely between the Professional and the Customer. At no time will Abayiribi or its Affiliates have any obligations or liabilities in respect of such a Professional Services contract between the Professional and the Customer.
Customer’s Representations
1. The Customer undertakes that it shall conduct itself in accordance with all Applicable Laws, in a respectful, courteous manner, and allow Professionals a safe and conducive environment to provide the Professional Services.
2. The Customer agrees that it will be solely responsible, (a) to ensure its own safety and security, and that of the Professionals’; (b) not to undertake or assist in any unlawful, immoral or illegal activity (c) for any unauthorised use of the Abayiribi App whilst using the Abayiribi App/Website.
3. Abayiribi and the Professional are authorised to charge a Fee or applicable charges for the Platform and Professional Services and the Professional has agreed to appoint Abayiribi to communicate such Fee to the Customers. The Customer authorises Abayiribi to calculate the Fee in accordance with its internal policies and Applicable Laws. The Customer may contact Abayiribi (as set out herein) if the recommended Fee is not agreeable, however continued use of the Abayiribi App and availing of Professional Services shall constitute consent with regard to the Fee communicated to the Customer on behalf of the Professional.
4. If the Abayiribi Platform so permits in the relevant jurisdiction, the Customer may have the option to provide a rating and feedback of the Professional on the Abayiribi App after delivery of each Job. The Customer agrees that the Professional may also be granted the option to provide a rating and feedback of the Customer. Any such feedback must at all times, comply with Applicable Laws in that jurisdiction in relation to public decency, morals and religious values.
No Discrimination
Abayiribi prohibits discrimination against Professionals based on race, religion, caste, national origin, disability, sexual orientation, sex, marital status, gender identity, age or any other characteristic that may be protected under applicable law. Such discrimination includes, but is not limited to, any refusal to accept Professional Services based on any of these characteristics. If it is found that You have violated this prohibition you will lose access to the Abayiribi Platform. Applicable laws in certain jurisdictions may require and/or allow the provision of Professional Services by and for the benefit of a specific category of persons. In such jurisdictions, services provided in compliance with these laws and the relevant applicable terms are permissible.
Abayiribi’s Obligations
Except as expressly stated in this Agreement, Abayiribi or its Affiliates’ obligations include but may not be limited to (a) managing and operating the Abayiribi Platform and providing a marketplace to the Customer for entering into a contract with Professionals in respect of Professional’s independent business of providing Professional Services; (b) being a platform for the Customer to directly contract for Professional Services with Professionals; (c) issuing a payment summary to the Customer for the Fee paid; and (d) Fee collection in respect of the transactions between Professional and Customers.
Payment Terms
1. The Customer agrees that the payments between the Customer and Abayiribi will be settled and paid in the manner set out in Exhibit C.
2. Customer appoints Abayiribi as its representative, to collect the Fees/Total Fee (as applicable and set out herein) and acknowledges that Abayiribi does so on behalf of the Professionals and where applicable for the amounts owed to Abayiribi by the Customer.
3. Customer hereby authorises Abayiribi to act on its behalf in settling any payment related disputes between the Customer and Professionals, and Abayiribi shall on a commercially reasonable basis, attempt to settle such disputes. In case of any such dispute, the Customer may at the request of Abayiribi or on its own behalf provide Abayiribi with any relevant data and information and hereby permits Abayiribi to act on Customer's behalf. Any decision taken by Abayiribi in good faith in settling such a dispute will be final and binding on the Customer.
Confidentiality
1. The Parties to this Agreement may be provided or have access to Confidential Information. Each Party must keep confidential all Confidential Information, not use or disclose Confidential Information except as permitted under this Agreement, and not sell or disclose the Confidential Information to any third party without the other Party’s prior written consent.
2. Without limiting the Confidentiality Section, clause (1), the Customer must not copy, download or extract any Confidential Information from the Abayiribi services without Abayiribi’s prior written consent.
3. Upon termination of this Agreement, the Party in possession of the other’s Confidential Information must promptly return or destroy the Confidential Information, unless retention of the information is required under Applicable Law.
Privacy
Abayiribi and its Affiliates store and process personal data in accordance with the Privacy Policy, relevant Consumer Protection Laws and this Agreement to (a) facilitate the Customer’s use of the Abayiribi services to avail Professional Services, including to help the Customer address problems with the Abayiribi App, to facilitate communications between the Customer and Professionals, (b) to facilitate the Customer's use of the App, booking of service requests for Professional Services, (c) and to make any required disclosures to any relevant authorities and government or regulatory bodies, (d) for purposes permitted by law, and (e) for other purposes described in further detail in the Privacy Policy.
Intellectual Property Rights
1. All Intellectual Property Rights in the Abayiribi services and Confidential Information disclosed or made available by Abayiribi (“Abayiribi IP”) remain the property of Abayiribi, its Affiliates and/or its third-party licensors. Except as expressly stated, nothing in this Agreement grants the Customer any rights in or related to the Abayiribi IP, and all rights not expressly granted to the Customer are reserved by Abayiribi.
2. The Customer must not: (a) copy, reproduce, modify, create derivative works of, or attempt to derive the composition or underlying information, structure or ideas of, any Abayiribi IP; (b) reverse engineer, decompile or otherwise endeavour to obtain the source code to any software in the Abayiribi Platform (save to the extent that it cannot be prohibited from so doing under Applicable Law); (c) breach, disable, tamper with, or develop or use (or attempt) any workaround for any security measure provided in the Abayiribi services; (d) use any Abayiribi IP in a way that infringes or misappropriates a third party’s Intellectual Property Rights or moral rights (e); distribute, disclose or allow use of any Abayiribi IP by any third party in any format, through any time sharing service, service bureau, network or by any other means; (e) merge or combine any Abayiribi IP with any other technology not provided by Abayiribi; or (f) remove any proprietary notice language on any copies of any Abayiribi IP.
3. Subject to the terms of this Agreement, Abayiribi grants the Customer a limited, revocable non-exclusive, personal, non- transferable license (without the right to sub-license) to use and access the Abayiribi services solely for the purpose of availing of Professional Services (including for facilitating the communication, and collection of Total Fee).
4. The Customer is solely responsible for any notes, messages, e-mails, billboard postings, photos, drawings, profiles, opinions, ideas, images, videos, audio files or other materials or information posted or transmitted through the Abayiribi Platform by or on behalf of the Customer (“Customer Content”). The Customer must ensure that such Customer Content complies with all Applicable Laws and is not defamatory, grossly harmful, blasphemous, paedophilic, invasive of another’s privacy, ethnically objectionable, disparaging, relating to or encouraging money laundering, libelous, hateful, racist, violent, obscene, pornographic, unlawful, or otherwise offensive and does not infringe any third party’s rights (including intellectual property rights).
PART 3: ADDITIONAL TERMS
Acceptance of Services through the Website
The Customer agrees that, in booking Service Requests through the Abayiribi Platform:
a. it will comply with all Applicable Laws;
b. it will not engage in any acts of wrongdoing, dishonesty or unethical business practices, including inappropriate behaviour with a Professional;
c. it will not engage in any false identification, whether by telephone, text (SMS), email or other means;
d. it will not make any representations, promises, guarantees or warranties on behalf of Abayiribi.
User Information
Abayiribi may provide the Customer with personal information relating to Professionals who agree to undertake the Professional Services for the Customer. The Customer agrees that:
a. it will not use such personal information except as required to obtain the products or services and remain in compliance with Applicable Laws and ensure that such Professional’s data will not be used for any other purposes including but not limited to marketing;
b. it will not disclose, rent, sell or otherwise provide such information to any third parties without Abayiribi’s and the Professional’s consent;
c. it will not use, or attempt to use, this information in a manner that would violate this Agreement;
d. it will take reasonable and appropriate administrative, physical and technical measures to protect the security, integrity and confidentiality of Abayiribi’s and Professional’s information that it receives from Abayiribi, and will promptly report all data breaches or other information security events to Abayiribi;
e. if the Customer’s account with Abayiribi is no longer active or is terminated, it will not represent that it receives services through Abayiribi.
Disputes with Customers
1. The Customer will cooperate with Abayiribi if Abayiribi attempts to facilitate the resolution of any Customer dispute or complaint between the Customer and a Professional in relation to a Service Request.
2. Abayiribi is under no circumstances liable to the Customer or any other person for the resolution of (or failure to resolve) any such matter. Abayiribi reserves the right to charge the Customer for any amounts Abayiribi pays to a Professional in connection with any such dispute or complaint, including disputes regarding the Customer’s conduct or misrepresentation and the Customer agrees to reimburse Abayiribi for any such payments and costs, expenses or attorneys’ fees that Abayiribi incurs in connection with such dispute.
3. The Customer agrees that Abayiribi has the right to disclose any information Abayiribi retains regarding the Customer to any authorities requesting information from Abayiribi regarding any product, services or advice the Customer may have obtained.
Informational Requests
The Customer agrees to comply with Abayiribi's reasonable informational requests from time to time in connection with the Abayiribi Platform, including providing information to be used by Abayiribi (or our service providers) to perform background checks, credit checks, evaluations of reputation and character and other assessments, and to confirm status if Abayiribi has connected the Customer with a Professional. The Customer agrees to immediately notify Abayiribi if any information it has provided to Abayiribi, or any relevant information about the Customer, has changed among other relevant information.
Fraud or Other Willful Misconduct
You understand that, in the event of willful misconduct by the Customer against Abayiribi or any, Professional, including but not limited to fraud, theft, Abayiribi shall assess against the Customer, in addition to all other fees, damages and penalties to which it may be entitled, a fee commensurate to the value of such fraud, theft, willful damage or other willful misconduct. This fee shall constitute compensatory damages for the time and effort of Abayiribi’s employees, agents, representatives and attorneys in addressing, investigating, and rectifying the Customer’s misconduct, and the Customer hereby agrees that such fee is reasonable and appropriate.
We reserve the right, but shall not be obliged to:
• monitor, screen or otherwise control any activity, content or material on the Abayiribi Platform and/or through the Services. We may in our sole and absolute discretion, investigate any violation of the Agreement and may take any action it deems appropriate;
• prevent or restrict access of any Customer to the Platform and/or the Services;
• report any activity it suspects to be in violation of any applicable law, statute or regulation to the appropriate authorities, and to co-operate with such authorities.
Indemnities
1. To the maximum extent permitted by Applicable Laws, the Customer will indemnify, defend and hold harmless (and continue to indemnify, defend and hold harmless) Abayiribi and Abayiribi Affiliates (and their respective directors, officers, employees, agents and representatives) (“Those Indemnified”) from and against any direct losses, damages, liability, claims, costs, penalty and expenses (including, legal and court fees) incurred by Those Indemnified arising out of or in connection with any:
a. breach by the Customer of any terms under this Agreement;
b. breach by the Customer of any Applicable Law;
c. misrepresentation or fraudulent, dishonest, unlawful or negligent act or omission of the Customer committed in the course of obtaining the Professional Services;
d. personal injury (including sickness and death) or property damage of, Professionals or any third party in connection with the Professional Services (including in connection with any harassment, misconduct); or claim by a Professional or any other third party in connection with the Customer’s use of the Abayiribi Website except to the extent such claim is caused by any act or omission of Abayiribi.
Representations and Warranties
1. Each Party represents and warrants that they have all requisite power and authority to perform their obligations under this Agreement, and that entering into and exercising any rights, performing any obligations and/or carrying out any transaction contemplated under this Agreement will not breach any applicable law or regulation (including any guidelines, rules, regulations, and any judicial, official, governmental and/or statutory and/or regulatory orders and/or judgments whether interim, final or otherwise), or breach any other contract they are a party to.
2. Each Party must immediately notify the other Party as soon as it becomes aware of any circumstances which affect (or are likely to affect) the accuracy of the representations and warranties in this Section.
3. All express or implied guarantees, warranties, representations, or other terms and conditions relating to this Agreement or its subject matter, not contained in this Agreement, are excluded from this Agreement to the maximum extent permitted by law.
4. Without limiting the Representations and Warranties, Abayiribi Services and all other technology developed by Abayiribi are provided on an “as is” and “as available” basis and, to the maximum extent permitted by law, Abayiribi makes no representation, guarantee or warranty to the Customer of any kind, whether express or implied, including with respect to: (a) the condition, suitability, quality, performance, accuracy, completeness, merchantability or fitness for a particular purpose of the Abayiribi services or any functionality provided through the Abayiribi App; and (b) the compatibility of the Abayiribi App or any other installed technology with the Device.
5. Abayiribi attempts to be as accurate as possible. However, Abayiribi does not warrant that product descriptions or other content of any Professional or Professional Service is accurate, complete, reliable, current, or error-free.
6. If the Professional sells any products, it does so as a seller and acknowledges that Abayiribi is not the seller. Abayiribi is not responsible for examining or evaluating, and Abayiribi does not warrant the product offerings of any Professional. Abayiribi does not assume any responsibility or liability for products and their marketing content.
Liability
1. Nothing in this Agreement limits or excludes either Party's liability for: (a) death or personal injury caused by its negligence; (b) fraudulent misrepresentation or for any other fraudulent act or omission; or (c) any other liability which cannot lawfully be excluded or limited.
2. Subject to the Liability clause (1), Abayiribi or Abayiribi Affiliates shall not be liable (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) for (a) any indirect or consequential loss or damages; or (b) theft, loss of profits, revenue, goodwill, anticipated savings, business or opportunity, or loss or corruption of data, even if advised of the possibility of such damages.
3. Subject to the Liability clauses (1) and (2), Abayiribi or Abayiribi Affiliates shall take reasonable measures to safeguard Customers against unauthorised use. Abayiribi or Abayiribi Affiliates will additionally not be held liable for the actions of third parties whose actions it does not have control over.
4. The Customer agrees that it is solely liable for (a) any accidents, incidents and issues attributable to the condition of the premises where the Professional Services are sought; and (b) breach of any Applicable Laws. Abayiribi will not be liable for any such accidents, incidents, issues, breaches, costs and expenses. Each Customer should exercise caution and common sense to protect its personal safety and property, just as a reasonable person would when interacting with any person such person does not know.
5. All purchases of physical items (products and goods) from a Professional will be made pursuant towards a contract between the Customer and the Professional. This means that the risk of loss and title for such items pass from the Professional to the Customer upon delivery of such items pursuant to the aforementioned contract.
Termination
1. Abayiribi may terminate this Agreement with immediate effect upon notice to the Customer: (a) if it is deemed necessary to comply with any Applicable Law; (b) to protect Abayiribi or Abayiribi’s Affiliate interests in the event the Customer engages in inappropriate acts/omissions; (c) if the Customer has committed a breach of this Agreement; or (d) for convenience.
2. Upon termination of this Agreement for any reason: (a) the Customer’s rights to use the Abayiribi Services will cease immediately, the registration with Abayiribi and the Account of the Customer will cease to apply, and Abayiribi may block the Customer’s access to the Abayiribi App; (b) the Customer must pay to Abayiribi all amounts due and owing to Abayiribi at the date of termination, owed prior to the date of termination; (c) the Parties must cease acting in a manner that would imply a continuing relationship between the Parties and all activities contemplated under this Agreement.
3. The following Sections will survive termination of this Agreement together with any other terms of this Agreement which by their nature do so: Confidentiality, Privacy, Intellectual Property Rights, Indemnities, Liability, Termination and Governing Law and Dispute Resolution.
4. Termination of this Agreement will not prejudice any rights of the Parties that may have accrued prior to such termination.
Notices
Any notices, requests and other communications required or permitted under this Agreement must be in writing and sent to the recipient Party as follows (as amended time to time by the recipient Party by notice to the other Party):
To Abayiribi by email to: help@urbancompany.com
To Customer: By email or text message (SMS) to the email address or mobile number (as applicable) specified in the Account or through In-App communications.
Entire Agreement and Precedence
1. This Agreement and corresponding policies constitute the entire agreement between the Parties which will supersede and override all previous communications (either oral or written) between the Parties with respect to the subject matter of this Agreement. Neither Party has relied upon (or shall have any remedies in respect of) any representation not expressly set out in this Agreement. Nothing in this clause shall limit the liability of either Party for fraudulent misrepresentation.
Relationship between Parties
1. In this Agreement, Abayiribi operates as a technology service provider in that it provides the Customer with access to the Abayiribi App. None of the provisions set out in this Agreement shall be interpreted as creating the relationship of employer and employee or engager and worker between the Customer and Abayiribi at any time, under any circumstances or for any purpose. Nothing in this Agreement shall create a joint venture or partnership or render the Customer an agent or partner of Abayiribi and the Customer shall not hold himself/ herself out as such. The Customer acknowledges and agrees that the Professionals are not employed by Abayiribi or its affiliates nor are its agents, that the Professionals’ provision of Professional Services to the Customer creates a direct business relationship between Customer and Professional and that Abayiribi or Abayiribi Affiliates are not responsible or liable for the actions or inactions of a Customer in relation to the Customer activities.
2. The Customer agrees not to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of Abayiribi or its Affiliates.
Governing Law and Dispute Resolution
This Agreement shall be governed in all respects by the laws of the Uganda and any legal proceeding arising out of this Agreement will occur exclusively in the courts of Kampala, Uganda.
Amendments to this Agreement
We reserve the right, at our sole and absolute discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this Agreement and/or the Privacy Policy or other applicable policies/ terms being issued by Abayiribi, whether overall or specific to a service or a benefit at any time, effective with or without prior notice. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the Abayiribi Platform. Your continued use of the Abayiribi Platform following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes.
PART 4: MISCELLANEOUS
1. Availability of Abayiribi Platform and Services: We may, from time to time and without giving any reason or prior notice, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the Abayiribi Platform or any Services and shall not be liable if any such upgrade, modification, suspension or removal prevents you from accessing the Abayiribi Platform or any part of the Services.
2. Assignment: The Customer may not assign or transfer any of their rights, interests or obligations under this Agreement to any third party without the prior written consent of Abayiribi. Abayiribi may assign its rights and interests under this Agreement to any person whosoever.
3. Force Majeure:Any delay in or failure to perform any obligations by either Party under this Agreement will not constitute a breach of this Agreement to the extent caused by acts or orders of any government authorities, acts of God, fire, flood, explosion, epidemic, pandemic, riots, war, rebellion, insurrection or other event beyond the reasonable control of that Party (“Force Majeure”). A Party affected by a Force Majeure must: (a) notify the other Party within seven (7) days after it becomes aware of the event of Force Majeure; and (b) use all reasonable efforts to avoid or minimise the effects of such Force Majeure and commence performance of its obligations as soon as such Force Majeure ceases. If a Force Majeure event continues for a continuous period of more than 7 days, either Party may terminate this Agreement by notifying the other Party.
4. Waiver: Either Party may exercise a right, power or remedy at its discretion and separately or concurrently with another right, power or remedy. No failure or delay on the part of either Party exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other rights, powers or privileges by such Party.
5. Severability: If any provision is held to be prohibited or unenforceable in any jurisdiction then the remaining provisions shall remain valid and enforceable to the extent permitted by law.
6. Rights cumulative: Subject to any express provision in this Agreement to the contrary, the rights, powers or remedies of a Party under this Agreement are cumulative and in addition to, and do not exclude or limit, any right, power or remedy in any other part of this Agreement or otherwise provided at law or in equity.
7. Independent Legal Advice: The Customer agrees that it has read the terms of this Agreement carefully and has sought independent legal advice upon choosing to accept the terms of this Agreement.
EXHIBIT A
DEFINITIONS AND INTERPRETATION
DEFINITIONS
In this Agreement:
“Account”has the meaning given in Abayiribi’s Role and Use of Abayiribi’s Services clause (1).
“Affiliates” means the entity that, directly or indirectly, controls, is under the control of, or is under the common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest, the majority of the voting rights of such entity, the ability of such entity to ensure that the activities and business of that Affiliate are conducted in accordance with the wishes of that entity or the right to receive the majority of the income of that Affiliate on any distribution by it of all of its income or the majority of its assets on the winding up.
“Applicable Laws” means (whether in the Area of Operation or any other relevant jurisdiction) all laws, including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by- laws, rules, statutory rules of an industry body, statutory and mandatory codes or guidelines or the like, writs, orders, injunctions, judgments and generally accepted accounting principles applicable from time to time.
“Business Day” means any day excluding a Friday, Saturday or banking/public holiday.
“Cancellation Fee” means the amount payable by the Customer because of the Customer’s cancellation of a Service Request made by that Customer which is available here.
“Confidential information” means any information (whether or not in material form, whether in writing or orally, or whether or not disclosed before or after the commencement of this Agreement) of whatever kind belongs to Abayiribi or its Affiliates or third party licensors and disclosed or revealed by or on behalf of Abayiribi (or accessed by the Customer) under or in relation to this Agreement that is marked as confidential, is by its nature confidential, or which the Customer ought reasonably to know is confidential, including the information about Professionals (including personal data), phone numbers, market information, the contents of Abayiribi services including the Abayiribi App (including all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code) and this Agreement, but does not include any information that: (a) is published or has otherwise entered the public domain without a breach of this Agreement; (b) is obtained from a third party who has no obligation of confidentiality to Abayiribi or its affiliates or third party licensors; or (c) is independently developed without breach of this Agreement.
“Customer” has the meaning ascribed to it in the recitals of this Agreement.
“Customer Content” has the meaning given in the Intellectual Property Rights Section.
“Fee” means the total fees charged by the Professional to the Customer for the Professional Services and collected by Abayiribi on behalf of the Professional. Total fee may include any Abayiribi Commission, or other charges as communicated to the Customer and Professional from time to time.
“Information” means the Registration Data and all other details provided by the Customer under this Agreement (whether before, during or after the Customer’s registration on the Abayiribi App and successful creation of the Account).
"Intellectual Property Rights" means all right, title and interest (whether legal, equitable or otherwise) in and to copyright, rights in databases, patents, trademarks, service marks, design rights, get-up, logos, rights in goodwill, compilations, inventions, know-how, confidential information, trade secrets, trade names, business names, domain names and semi-conductor topography rights (and including future and contingent rights, rights to claim damages for prior infringement and other accrued rights of action, applications for registration of any of the foregoing and any rights to make such applications) together with any similar rights as may exist from time to time anywhere in the world;
“Party” and “Parties” have the meaning given in the “Parties” section on the front page of this Agreement.
“Privacy Policy” means Abayiribi’s then current privacy policy available at the Website and/or the Abayiribi App, as amended from time to time in accordance with Privacy Section.
“Professional Services” means the various professional services offered to a Customer by the Professional as selected by the Customer through the Abayiribi App.
“Registration Data” has the meaning given in Abayiribi’s Role and Use of Abayiribi’s Services, clause (1).
“Service Request” means a request placed by the Customer on the Abayiribi App to access the Professional Services offered by the Customer through the Abayiribi App.
“Total Fee” means the Fee and any additional fee including taxes, cess, safety costs payable to Abayiribi or third parties, subscription schemes or packages and/or the Cancellation Fee (as applicable) specified on the Abayiribi App as payable by a Customer for the Professional Services.
“Abayiribi App” means the electronic interface where the Account is accessible on mobile devices such as a phone, tablet, or watch, which enables access to the Abayiribi Platform by the Customer (and the Customer as applicable). Login credentials (user ID and password) for which will be provided by Abayiribi or its Affiliates to the Customer.
“Abayiribi Commission” means the amounts charged to a Customer for use of the Abayiribi App, access to a potential customer base etc.
“Abayiribi IP” has the meaning given in the Intellectual Property Rights Section, Clause (1).
“Abayiribi Platform” means collectively the Abayiribi App and Abayiribi Website together with any related programs, software, loyalty schemes, mobile applications owned (or licensed to and controlled), by Abayiribi or its Affiliates, and other URLs and/or digital technology platform that enables the Customers to contract for Professional Services directly with Customers, as may be specified by Abayiribi or its Affiliates from time to time.
“Abayiribi” has the meaning given in the “Parties” section on the front page of this Agreement.
INTERPRETATION
In this Agreement, unless otherwise stated:
a. headings are for convenience only and do not affect the interpretation of this Agreement;
b. the singular includes the plural and vice versa;
c. words that are gender-neutral or gender specific include all genders;
d. where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or
phrase have corresponding meanings;
e. the words 'such as', ‘for example’, 'including', 'particularly' and similar expressions are not used as, nor are intended to be, interpreted as words of limitation;
f. a reference to:
(i) any legislation or to any section or provision of it includes all ordinances, by- laws, regulations, rules and other statutory instruments issued under it;
(ii) This Agreement or any other agreement, document or instrument (or a provision of the same) includes this Agreement or such other agreement, document or instrument as amended, novated, supplemented, varied or replaced from time to time;
(iii) a person includes an individual, partnership, joint venture, trust, corporation or any other entity or association whether or not it is incorporated or has a separate legal identity;
(i) a Party includes that Party's executors, administrators, successors, and permitted substitutes and assigns, including any person taking by way of novation;
(ii) "Ush" is to the lawful currency of the Uganda;
(iv) anything (including a right, obligation or concept) includes each part of it; and
(v) a clause, paragraph or section is a reference to a clause, paragraph or section of this Agreement;
(vi) in determining the time of day, the relevant time of day is the time;
(vii) if a period of time is calculated from a particular day, act or event (such as the giving of a notice), it is to be calculated exclusive of that day, or the day of that act or event;
no rule of construction applies to the disadvantage of a Party because that Party was responsible for the preparation of this Agreement or any part of it.
EXHIBITB
CUSTOMER DETAILS
Abayiribi may collect information which may include (but not be limited to) the following:
1. Name
2. Phone Number
3. City
NOTES
Complete details are available on the Abayiribi registration page. Any of the above documents may be waived by Abayiribi at its sole discretion or amended in accordance with internal policies or Applicable Law.
EXHIBITC
COMMERCIAL TERMS
(i) Abayiribi reserves the right at its sole discretion to charge Fees to Customers for use of the Abayiribi App, viewing posted Services or other services that Abayiribi may provide in the future.
(ii) The Customer acknowledges and understands that Abayiribi may offer different incentives, and these may be based on different parameters with different benefits.
(iii) The Customer may be required to pay Abayiribi a certain amount for the use of the platform, in accordance with this Agreement; which shall be communicated to the Customer from time to time.
(iv) Without limiting the Amendments to this Agreement Section, Abayiribi reserves the right to change the rates and payment terms between the Customer and Abayiribi and/or the Professional and the same will be communicated to the Customer, from time to time. Where the Customer does not consent to or agree with such changes, they may contact Abayiribi as set out herein, or choose not to avail of the Professional Services.
(v) Pursuant to any settlement that the Customer is required to make with Abayiribi under the terms of this Agreement, whether for a breach of this Agreement or otherwise (“Settlement”), Abayiribi will send a report of the Settlement to the Customer giving details of the amounts and reasons thereof. The Customer must make payment of the amounts mentioned in the Settlement to Abayiribi within 7 days from the date of issue of such Settlement details. If the Customer fails or refuses to make payment in respect of such Settlement within this period, Abayiribi will have the right, without any reference to the Customer, to claim the Settlement amount, which will be payable by the Customer on demand.
