These Terms were published on 1st May, 2024.
These terms (Terms) form a binding legal agreement and govern your relationship with Asmaa Digital india Private Limited (Company / We / Us).The Company runs an online platform that enables members like you to provide services to members who are searching for or availing services on the platform (Platform). Members who provide services on the Platform are called Freelancer & Gig worker and members who seek services on the Platform are called Clients.
You must register on the Platform and agree to the Terms to access and use the Platform. You must keep your information accurate. As the owner of the Platform, We do not own, control, offer or manage any services on the Platform. The Platform offers a host of services to the Client. Upon completing your registration, you will be eligible to provide services to the Client subject to meeting the specific requirements of the service and submitting additional details and documents. Where deemed suitable, you can provide services to the Clients. For this purpose, you will need to execute supplemental terms, which will include the details of service, duration of service, fees payable and additional conditions, as may be applicable. It is hereby clarified that all fees paid to you would be subject to services rendered by you to the Clients and would be more particularly described in the supplemental terms executed by you.
If you do not agree to these Terms, you may not use the Platform. These Terms are the complete and exclusive statement of agreement between you and the Company and supersedes all prior or contemporaneous representations, communications and contractual agreements relating to the subject matter of these Terms, whether written or oral. Supplemental terms may apply in certain cases where you agree to provide services to Clients. Such supplemental terms are in addition to and shall be deemed to be a part of the Terms for the purposes of services provided by you on the Platform. Any information in relation to the supplemental terms or any document to be executed to enforce such supplemental terms shall be informed to you as and when applicable. In case of any conflict, these Terms shall supersede any other supplemental terms or agreements between you and Us.
PLEASE READ THE FOLLOWING TERMS CAREFULLY BEFORE REGISTERING ON THE PLATFORM
No employment relationship: You agree that you will be an independent contractor and not an employee of the Company or any Client who engages you via the Platform. You shall not represent directly or indirectly that you are an employee, or legal representative of Company. You shall not have the authority to incur any liabilities or obligations of any kind, in the name of, or on behalf of the Company. You acknowledge and agree that you are not subject to the direct control or supervision of the Company in relation to the services to be provided by you on the Platform. You do not have the authority to create, modify or terminate a contractual relationship(s) between the Company and any third party or act for or bind the Company in any respect. You recognize and agree that no joint venture or partnership agreement is intended or created hereby. The obligations performed under these Terms by you and the Company shall be on a principal-to-principal basis.
No Employee Benefits:
You acknowledge and agree that neither you nor anyone acting on your behalf shall be entitled to receive any vacation pay, sick leave, social security benefits, or any other employee benefits of any kind from the Company or any Client who engages you via the Platform. You agree, as an independent contractor, that you would not be entitled to any termination benefits/compensation payable under Indian laws in the event that you leave the Platform or your relationship with the Company or any Client who engages you via the Platform ends.
Non-Exclusivity:
You agree that you have entered into these Terms on a non-exclusive basis, and that both Company and you have the ability to enter into agreements for providing consultancy or services to third
parties.
Confidentiality:
You hereby acknowledge that the Company or any Client who engages you via the Platform, has and that you may come to possess or know certain information belonging to Company or any Client who engages you via the Platform, and/or its affiliates or customers, including but not limited to technical data, specifications, designs, software, product plans, research and development, personal information, financial information, business methods and operations, and marketing programs, and involving inventions (whether or not patentable), trade secrets, know-how, techniques, and combinations of known information all of which are proprietary information exclusive to the Company or any Client who engages you via the Platform, as may be applicable and of a character regarded by Company or any Client who engages you via the Platform as confidential, and which, except as the Company or any Client who engages you via the Platform may otherwise agree in writing, shall be deemed by Company or any Client who engages you via the Platform, to be valuable confidential information (collectively,”Proprietary Information”). You acknowledge that all Proprietary Information is material and confidential and greatly affects the goodwill and the effective and successful conduct of the Company or any Client who engages you via the Platform and its operations, and that maintaining confidentiality of the Proprietary Information is necessary to protect the legitimate interests of the Company or any Client who engages you via the Platform, as may be applicable. Accordingly, where you receive such Proprietary Information, you agree to handle it in strict confidence and not to copy, reprint, duplicate, or recreate in whole or in part, alone or in combination with anything else, the Proprietary Information. You further agree to not directly or indirectly, divulge, reveal or communicate any Proprietary Information to any person, company, firm, corporation or entity whatsoever, or use, pursue or exploit any Proprietary Information for your own benefit or for the benefit of others so long as it remains proprietary information of the Company or any Client who engages you via the Platform. Nothing contained in these Terms shall be construed as expressly or impliedly granting a license or right to use the Proprietary Information by you. You agree that, upon the demand of the Company or any Client who engages you via the Platform, you shall immediately return to Company or any Client who engages you via the Platform, as may be applicable, all tangible material pertaining to Proprietary Information in your possession or control. Further, the mere omission to designate a particular item of information as Proprietary Information shall not in itself suffice to waive your confidentiality obligations in respect of such information. You further agree and understand that the obligation to maintain confidentiality with regard to the Proprietary Information of the Company shall survive after termination of these Terms and up to a period of three (3) years after the date of termination of your arrangement with the Company. You agree that damages would not be the only adequate remedy for any disclosure of Proprietary Information not permitted by these Terms and agree that the Company shall be entitled to equitable remedies including injunction and specific performance in relation to any actual or threatened breach of this clause.
Intellectual Property:
Any and all inventions, discoveries, improvements, discoveries, modifications, developments, concepts, designs, ideas, know how, trade secrets and/or original works of authorship, innovations, enhancements, including but not limited to computer software, and intellectual property of any kind (Inventions) conceived or developed by you pursuant to these Terms shall be deemed to have been created under these Terms (Company Inventions). You hereby agree and acknowledge to assign all rights, title, and interest in the Company Inventions to the Company. Any such assignment by you shall be worldwide, royalty-free, absolute, irrevocable and perpetual. You shall execute all such documents as may be required to ensure that all rights in such Company Inventions are fully assigned to the Company. You further represent and warrant that you shall not use for the purpose of providing the services, or license to the Company, any inventions, discoveries, developments, innovations and intellectual property of any kind that belong to a third party, including but not limited to any of your previous employers or clients.
Payment:
Subject to you rendering services on the Platform, you shall be paid the fees as agreed in the supplemental terms executed in respect of the services to be rendered by you on the Platform. This amount shall be paid after applicable tax deductions, as full and final compensation for the services, subject to you rendering the invoice for such payment on the Platform. The Company will not accept any invoice raised by you on any other mode except via the Platform.
Representations:
You hereby represent and warrant to the Company that:
(i) you have the authority and legal capacity to enter into these Terms;
(ii) you are not under any disability, restriction or prohibition, which prevents you from performing or adhering to any of your duties or obligations under these Terms;
(iii) you will at your own cost hold all necessary licenses, consents, permits and approvals required in connection with the your provision of services under these Terms;
(iv) you will arrange to undertake all necessary steps to be compliant under all the applicable laws, including taxation laws. You represent that currently you do not have any obligations in respect of Goods and Services Tax (GST). You further agree to issue a prior notice to the Company informing them where the provisions of GST laws apply to you on account of meeting the applicability criteria. Failure to intimate the Company can result in immediate termination of your arrangement with the Company. Under no circumstances, does the Company take any responsibility whatsoever of your obligations under any applicable taxation laws.
Duties:
You agree to perform the services with due diligence and in a safe, competent, professional and workman like manner. In your performance of services, you agree to use your knowledge, skill and ingenuity and use the best efforts to promote the interest of the Company and the Client. You agree to comply with the additional requirements, where applicable as regards provision of your service. Any such details will be mentioned in supplemental terms of service and would be binding on you once you agree to provide such service to the Client.
Data Protection:
You agree to specifically comply with the obligations laid down under the Information Technology Act, 2000 and the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (Data Protection Rules) and any other law for data protection in India, where applicable.
Equipment and Devices:
You agree to use your own equipment and devices for the purpose of performing services on the Platform. The Company does not take any responsibility to provide you with any resources for the purpose of these Terms.
Termination:
The Company or you may terminate these Terms upon giving at least fifteen (15) business days’ advance notice to the other party. The Company and you may mutually agree to waive off in writing the notice requirement in some specific circumstances. We may also terminate these Terms immediately and without notice and stop providing you the access to the Platform if you breach these Terms, you violate applicable laws, or We reasonably believe termination is necessary to protect the Platform or its members.
Indemnification:
You agree to keep the Company and its authorised representatives indemnified and harmless against any claims or demands that may be made by a third party for any loss or damage to such third party arising out of or in any way connected with: (i) your breach of these Terms (including any supplemental or additional terms that apply to your services on the Platform), (ii) your improper use of the Platform, (iii) your provision of services to any Client on the Platform. You shall be solely responsible for payment of all taxes and compliance of all labour and employment requirements under applicable laws and shall keep the Company and its representatives indemnified and held harmless against any losses, damages, costs and expenses that may be incurred or suffered by the Company, as a result of your failure to make such tax payments or on account of any breach of contract, warranty, tort (including negligence) or otherwise of any of your obligations contained herein.
Amendment:
The Company may modify these Terms at any time. When We make changes to these Terms, we will post the revised terms on the Platform. The Company will also provide you with notice of any material changes by email at least 30 days before the date they become effective. If you disagree with the revised terms, you may terminate this agreement with Us immediately as provided in these Terms. If you do not terminate your arrangement with Us under these Terms before the date the revised terms become effective, your continued access to or use of the Platform will constitute acceptance of the revised terms. Each amendment to these Terms shall supersede the provisions as contained herein in these Terms to the extent that they are inconsistent with any such amendment.
Severability:
Should any part of these Terms be declared illegal or unenforceable by a final adjudication of any tribunal or court of competent jurisdiction, such adjudication shall not alter the validity or enforceability of any other term or provision of these Terms unless the terms and provisions so declared illegal are expressly defined as a conditions precedent or as of the essence of these Terms, or comprising an integral part of, or inseparable from the remainder of these Terms.
Governing Law:
These Terms shall be governed by and construed in accordance with the laws of India. You and the Company agree that all proceedings brought to enforce the rights under these Terms shall be brought before and heard by the courts in Cuttack, India.
