YOUR ATTENTION IS HEREBY DRAWN TO CLAUSE 3(K), 16(J), 13(L), 13(M), 13(N) AND 13(O).
As used in these Terms of Service, the following words and terms shall have the meanings ascribed to them below with words in the singular deemed to include those in the plural and vice versa:
2.1 References.
Any reference to a statutory provision shall be construed as a reference to:
The Service User shall:
8.1. An Agency shall:
8.2. Agency Workers shall be required to agree to this Terms of Service at onboarding to our Platform and shall have the same status as a Service Provider to the extent of him/her being part of the relevant Agency.
8.3. Agency Worker agrees that we are only a platform where the Agency manages the Agency Worker’s provisions of services to Service Users on our Platform.
10.1. For all Service Provider’s Services offered to Service Users introduced by OIIKII, OIIKII shall receive a non-refundable Commission from all Service Provider Service Fees received from the Service User.
10.2. The Commission to be paid by each Service Provider will be as stated in the Service Provider’s Account.
10.3. All Payments earned by the Service Provider will be available on the Service Provider’s account dashboard on our Website. The Agency shall be responsible for paying all Agency Workers
10.4. OIIKII will charge the Service Provider for the Commission by directly removing the Commission and VAT before remitting the remainder of the Service Provider Service fees to the Service Provider. The Commission due under this Agreement are exclusive of VAT, Miscellaneous Fees, sales or other taxes or duties applicable which shall be paid in addition at the rate and in the manner for the time being prescribed by law by any authority in or outside the United Kingdom.
10.5. Payments of the Service Provider’s Service Fees minus the Commission and VAT will be made to the Account information provided by the Service Provider every week.
13.1 As maintained all through this Terms of Service, the Content of our Platform which is made available as part of the Services is provided for your general information purposes only. Nothing contained on our Platform or communicated any other way as part of the Services constitutes, or is meant to constitute, advice, opinion or guidance of any kind.
14.1. OIIKII’s Intellectual Property – Our Content, Service, trademark and everything on our Platform are protected through various intellectual property laws, including but not limited to copyright, trademark and all other available protections under the Laws of the United Kingdom.
14.2. By using our Platform, you covenant that you will respect our intellectual property and not adapt it or create derivative works off our contents. We only grant you a limited, temporary, non-exclusive, non-transferable right to use and access our Content. You cannot and should not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt or copy any of the Content on our Platform unless you get written permission from us.
14.3. You shall not take actions to bypass our security measures or gain unauthorised access to our Content, reverse engineer or take apart our Services or Website.
14.4. We have the right and discretion to limit or revoke this limited license to use.
14.5. Users’ Intellectual Property – You agree that you will be totally responsible for all the User Content you create using our Service. You warrant that you have the right to create the User consent and that you have the right to all materials used for the creation. You also warrant that it is in line with our Permitted Use of Service as stated in clause 4. All User Content and the intellectual property rights subsisting therein, unless specifically labelled otherwise, belongs to or has been licensed by the User. All User Content is protected by applicable United Kingdom and international intellectual property laws and treaties. Users may not copy, distribute, publicly perform, publicly display, reproduce or create derivative works based upon another User’s Content without first obtaining the express consent of the User to whom the User Content in question belongs.
14.6. You agree that you will be liable to Us to the extent permissible by law for the breach of the warranties in clause 14(e). You will be responsible for any damages to Us or any third Party for the breach of the warranties in clause 14(e)
14.7. You grant a non-exclusive, global, no borders, perpetual, irrevocable, royalty-free, sub-licensable, and transferable right to use of User’s Consent to Us who can exercise, commercialise, and exploit the copyright, publicity, trademark, and database rights with respect to your Content. Also, in conjunction with the exercise of such rights, you grant us the right to identify you as the author of any of your postings or submissions by name, email address or screen name as we deem appropriate.
14.8. You hereby also grant us the right to edit, amend, make changes, translate, format or even delete any Users’ Content as it deems necessary and appropriate.
14.9. You covenant, represent and warrant that they have the right and licence to confer the rights in 14(g) and 14(h) on Us. You also warrant that they have not infringed on any third party’s (intellectual, privacy, human, proprietary, confidentiality or any other rights) rights.
14.10. As a User, you further warrant that We are not required to obtain any license, consent, make any payment or obtain any permission from any third party to use any of your Content on our Platform. You agree that We do not have any liability for the use of any of your Content.
Third Party Content – We may provide links to other Content such as websites, Services and apps. Unless expressly stated, this Content is not under Our control. We neither assume or accept responsibility or liability for such third-party content. The provision of a link by Us is for reference only and does not imply any endorsement of the linked Content or of those in control of it. Please make sure you read the relevant Terms as well as other relevant policies of these Third Parties.
Unsolicited Idea – You agree that all unsolicited comments and advice are non-confidential and non -proprietary. An irrevocable, worldwide, transferable and royalty-free license to use, exploit, distribute and display the unsolicited advice or communication is hereby granted to Us
Severability – In the event that any provision of this Terms of Service is held to be invalid or unenforceable in whole or in part, all other provisions will continue to be valid with the invalid and unenforceable parts severed from the remainder of this Terms of Service.
Amendment – We may update these Terms of Service from time to time by publishing a new version on our Platform. The right to amend is at our sole discretion. You should check this page occasionally to ensure you understand any changes to this Terms of Service. At our discretion, we may notify you of changes to this policy by email or through email or any other choice of communications as set by you.
Notices – Unless otherwise stated in this Terms of Service or any other relevant part of our Platform, all notices and other communications shall be in writing and delivered by electronic mail. For OIIKII, the applicable email address is info@oiikii.com unless another email address is provided on the relevant page on our Platform or this Terms of Service. For a User, the email address will be the email address provided when registering for an account or contacting us.
Waiver – No single or partial exercise of a right or remedy provided by this Terms of Service or by law prevents the further exercise of the right or remedy or the exercise of another right or remedy. A waiver of a breach of this Terms of Service does not constitute a waiver of a subsequent or prior breach of this Terms of Service.
Relationship of The Parties – This Terms of Service is intended and shall be construed as creating an Agreement for the purposes specified in this Terms of Service. Nothing in this Terms of Service or otherwise is intended or shall be construed as creating a partnership other than as specifically set out in this Terms of Service or any legal entity between the Users and OIIKII or any ongoing or continuing relationship or commitment between the Users of OIIKII, other than as specifically set out in this Terms of Service.
Virus – We will take all reasonable steps and care to ensure that our Platform and Services are secure and free from Virus or malware. However, you agree that we are not liable for any virus or liability issue. You also agree that it is your responsibility to ensure that your hardware, software, data and other material are free and secure from viruses, malware and other security risks.
Governing Law – These Terms of Service, the jurisdiction clause contained in it and any non-contractual obligations arising out of or in connection with it or its subject matter or formation are governed by, construed and take effect in accordance with the law of England and Wales
DISPUTE RESOLUTION – NOTWITHSTANDING THE PROVISIONS OF CLAUSE 16(K) FOR ANY AND ALL GRIEVANCES, DISPUTES, CLAIMS, OR CONTROVERSIES YOU MAY HAVE AGAINST OIIKII (“DISPUTES”), BEFORE PURSUING ANY DISPUTE RESOLUTION AVENUE, YOU MUST FIRST GIVE US AN OPPORTUNITY TO RESOLVE THE DISPUTE INFORMALLY BY SENDING AN EMAIL TO info@oiikii.com WITH THE SUBJECT “PRE-ACTION DISPUTE NOTICE”. THE EMAIL SHOULD CONTAIN YOUR NAME, YOUR EMAIL ADDRESS AS REGISTERED ON YOUR ACCOUNT (IF YOU HAVE NO ACCOUNT, PLEASE STATE THAT), A DETAILED DESCRIPTION OF YOUR GRIEVANCE AND CLAIMS, AND A DESCRIPTION OF THE SPECIFIC RELIEF YOU SEEK AND HOW WE CAN RESOLVE THIS GRIEVANCE. IF WE DO NOT RESOLVE THE DISPUTE WITHIN SIXTY (60) DAYS AFTER RECEIVING YOUR PRE-ACTION DISPUTE NOTICE, THEN YOU MAY PURSUE RESOLUTION OF THE DISPUTE IN ACCORDANCE TO CLAUSE 16(k).
Subject to clause 16(j), the parties agree that any dispute arising out of or in connection with this Terms of Service or the performance, validity or enforceability of it will be finally resolved by the courts of England and Wales, who have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
CLASS ACTION WAIVER – THE PARTIES AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER PARTY WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, OR IN ANY PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. THE PARTIES FURTHER AGREE THAT NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF THE PARTIES, AND ALL OTHER PARTIES TO ANY SUCH PROCEEDING.
INDEMNITY – USERS AGREE TO INDEMNIFY AND HOLD HARMLESS INTRODUCING TWO, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS, AND AFFILIATES AGAINST ALL LOSSES, COSTS, LIABILITY, DAMAGES AND/OR COSTS (INCLUDING, BUT NOT LIMITED TO, LEGAL FEES) ARISING FROM, WITHOUT LIMITATION, YOUR BREACH OF THESE TERMS OF SERVICE, YOUR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT OR ANY OTHER RIGHT OF ANY PERSON OR ENTITY, OR YOUR BREACH OF ANY DUTY OF CONFIDENCE OR PRIVACY, OR ANY DEFAMATORY STATEMENTS MADE BY YOU IN ANY FORM.
WARRANTY –
LIMITATION OF LIABILITY –
➢ DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE;
➢ FRAUD OR FRAUDULENT MISREPRESENTATION; AND
➢ ANY LIABILITIES THAT MAY NOT BE EXCLUDED UNDER APPLICABLE LAW.
Confidentiality – Except to the extent required by law, any legal or regulatory authority of competent jurisdiction or, with the prior written consent of the other Party. No party shall use or disclose to any third party such information belonging to the other Party. This paragraph shall survive the termination of this Terms of Service. For the avoidance of doubt, Personal Information shall be treated in accordance with Applicable Laws and shall not be considered “confidential information” belonging to a party.
Third Party Provisions – We may transfer (assign) Our obligations and rights under these Terms and Conditions (and under the contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by us in writing. Your rights under these Terms and Conditions will not be affected and Our obligations under these Terms and Conditions will be transferred to the third Party who will remain bound by them. As a User, you may not assign or transfer these Terms in whole or in part to any third party. These Terms shall bind to the benefit of the parties to these Terms and their respective successors, permitted transferees, and permitted assigns.
These Terms of Service survive the usage of our Platform. Even after termination or deletion of your Account on our Platform or the discontinuing of your use of our services for whatsoever reason, either by your choice or our choice, the terms in this Terms of Service continue to apply post-use and termination.
Headings – The paragraph titles in this Agreement are for convenience only and shall not define or limit any of the provisions hereof.