THESE SERVICE TERMS AND CONDITIONS (Terms & Conditions”) are delivered by KVKTech Corp., a company federally incorporated and subsisting pursuant to the laws of Canada with its registered and records at 102 – 20110 Lougheed Highway, Maple Ridge, BC V2X 2P7 Canada (“Giggy”), to the customer (“Customer”, “you”, “your”) to whom these terms and conditions apply, and which forms the contractual basis of the interaction between the parties, and of the Customer’s use of Giggy software platform (“Platform”).
General – Giggy will make the Platform available to the Customer to search for Goods and Services advertised by third party service providers (“Providers”) to Giggy’s Customers. Using the Platform, the Customer will obtain a quote from the Provider, and if accepted, the Customer will pay the quoted amount due to the Provider (“Funds), to Giggy. Giggy will retain the Funds and pay it, on the Customer’s behalf when the Customer indicates on the Platform that the Goods and Services provided by the Provider have been delivered to its satisfaction.
Confirmation and Incorporation – This document together with the Provider and Customer information, and any other information provided by either the Provider or the Customer together constitute the agreement between the parties. (“Agreement”). The Customer acknowledges that Giggy is entitled to rely on the Customer’s acceptance of these Terms & Conditions and the Customer acknowledges and warrants that the acceptance of this Agreement will be sufficient proof that the Customer has read and accepted these Terms & Conditions.
Third Party Services – Giggy has enabled the Providers to integrate with the Platform to deliver their goods and services, which Providers have authorized Giggy to disclose their information and the nature of their goods and services on the Platform and in the public domain. The use of this information by the Customer and Giggy will be governed by Giggy’s privacy, data and security policies, and other agreements the parties have with Giggy. You agree that Giggy is not responsible for and will have no liability arising from the Providers disclosure of such information, the Customer and the general public’s subsequent use of such information.
Customer Information – The Customer warrants and Guarantees that all information supplied by it is correct and that Giggy can rely thereon, without Giggy having any duty or obligation to independently verify or validate the supplied information. Giggy will take not responsibility and assume no liability or responsibility for any incorrect information, or losses and/or damages incurred as a result thereof.
Customer and Platform Information – Giggy relies on the Customer to supply the correct information on the Platform or to the Provider directly, and has no duty or obligation to independently verify or validate the supplied information. Giggy will take not responsibility and assume no liability or responsibility for any incorrect information, or losses and/or damages incurred as a result thereof. Although Giggy will make reasonable efforts to verify that a Provider is qualified to deliver the advertised Services, it is under no obligation to confirm this.
Performance and Warrantees – The Provider has represented, warranted and covenanted that: (a) any goods and services delivered will be done in a timely, competent and professional manner in accordance with the standards and practices commonly expected of qualified and experienced providers of similar products and services; (b) the goods and services will be delivered in compliance with all applicable laws, rules, ordinances and regulations that are now applicable to the Provider, the goods or services, whether federal, provincial, local or otherwise; (c) the goods and services will be delivered in a faithful manner to the best of the Provider’s ability; (d) that the goods and services will be provided safely and in a safe environment, and (e) that it is registered and licenced to do business, and complies with all governmental and other legal requirements. Giggy has no responsibility, duty, or obligation on this regard.
Payment – The Customer irrevocably authorizes Giggy to accept payment and Funds on its behalf for a transaction agreed to with a Provider, after the payment has cleared, to hold such payment in escrow on the Provider’s behalf until the services have been successfully completed, and the Customer confirms this, until which time the Funds are held to the benefit of the Customer. Giggy will pay the Provider within 48 to 72 hours after the Customer confirms completion of services. The Customer is not entitled to any interest on Funds held by Giggy.
Giggy Service Fee – The Customer will pay a service fee to Giggy in the amount as agreed with the Customer from time to time. The Customer acknowledges that Giggy may charge other fees and services charges to third parties, including the Provider, to which the Customer has no claim.
Taxes – The Provider’s quote to a Customer must include it total costs to the Customer, including goods, services, and all taxes, specifically GST/PST/HST. Giggy will not invoice or collect any amounts separately. Giggy will deduct and withhold taxes as required by law, specifically in relation to GST/PST/HST, before payment is made to the Provider.
Withholding Payment – If the Provider gives notice that it has completed the delivery of the goods and services to the Customer, the Customer has 48 hours to authorize payment, in lieu of which the Customer has 7 days to commence formal dispute resolution procedures against the Provider and give notice thereof to Giggy, in lieu of which Giggy will make payment to the Provider. If a dispute notice is received, the Funds will be retained by Giggy until it receives an authorization to pay from both Parties, or a court order.
Costs – All legal costs incurred by Giggy will be recovered from the Provider and/or the Customer on a solicitor and own client basis. Costs related to a dispute will be carried on a 50/50 basis, deductible from the funds held in escrow, if not resolved by formal process whereby a cost order is obtained.
Insurance – The Customer acknowledges and covenants that it is aware that Giggy does not have insurance, nor will it provide insurance coverage, relating to the Provider’s delivery of its goods and services. It is the Customer duty to endure that the Provider maintains insurance coverage in relation to its business and the goods and services.
Prohibited Activities – If (a) Giggy, its directors, officers, employees, agents, independent contractors, representatives and/or shareholders, or the Customer, are subject or exposed to threats, bullying, harassment, or abuse, or any other issue caused by the Provider or the Customer, (b) the Platform or system is misused, or (c) the Customer commits any violations, infraction, illegal action, or crime, Giggy has the right to suspend the Agreement until the matter has been resolved, or terminate the agreement.
Disputes – All disputes relating to the relationship between the Provider and the Customer, including any issue relating to the goods and services, the quality and sufficiency thereof, is to be resolved between the Provider and the Customer. Giggy has no responsibility, duty, or obligation in this regard. Should Giggy be involved, conversations and/or interactions outside of the platform will not form part of the Agreement and Giggy has no obligation, legal, contractual, moral, or otherwise to take note of such interaction or consider same as part of any dispute.
Circumvention – The Customer may not make any payments directly to the Provider, and if it does, Giggy will be entitled to an amount of 30% of such direct payment, which the Client authorizes Giggy to deduct from the Funds.
Termination – Either party may terminate this Agreement at any time by giving seven (7) day’s written notice (“Termination Notice”) to the other. Termination does not affect the responsibility of either party to perform its duties and obligations pursuant to this Agreement. If the Customer violates any term of the Agreement, Giggy may, at its sole discretion, mark the Customer on the Platform as unavailable. Giggy may, at its sole discretion, terminate this Agreement immediately under the following circumstances (but not limited thereto): (a) Material breach of this Agreement, i.e. fraud, misconduct, illegal activities, etc., (b) repeated customer complaints regarding the Customer; (c) breach of non-circumvention policy i.e. making payments outside the platform, (e) failure to meet compliance requirements i.e. background checks, insurance, etc.), and (f) harassment, threats, or inappropriate behavior toward customers or Giggy staff.
Intermediary – The Customer acknowledges that Giggy acts as an intermediary, providing the Platform to allow the Provider to interact with potential Customers and enter into agreements with them directly. Other than to proved access to the Platform, accept payment of the Funds, and make payment when authorised to do so, Giggy has no responsibility towards either the Customer or the Provider in relation to the Goods and Services.
Indemnity – The Customer irrevocable agrees and covenants that Giggy will under no circumstances incur any liability in relation to (a) the Customer’s relationship with any Provider, specifically in relation to the delivery of goods and services, (b) with regard to the Platform, (c) with regard to the relationship between the parties as regulated by the Agreement, and (d) in relation to any ratings and comments the Client may publish in relation too the Provider, or vise versa. In relation to the aforementioned, the Customer, its principals, directors, shareholders, employees and agents, and their successors and assign hereby, in favour of Giggy, indemnify, release, disclaim and waive any and all claims and rights that the Customer may have, have had, or may hereafter acquire with respect to this Agreement and the relationship between the parties, or anything, without limitation, resulting from the delivery of the goods and services. Further to the above, the Customer shall indemnify and keep indemnified Giggy, its successors and assigns and hold it harmless from and against any liabilities for losses, damages, costs, charges and expenses of whatever kind or nature, including legal fees and disbursements, and against any liabilities, losses, damages, costs, charges, and expenses, including legal fees and disbursements the Customer may incur in connection with the delivery of the goods and services.
Waiver & Release – The Customer hereby agrees to waive any and all claims that it has, or may have in the future against Giggy and its directors, officers, employees, agents, independent contractors, representatives, shareholders, successors and assigns (each of which is included in any reference in this Agreement to Giggy) and to release Giggy from any and all liability for any loss, damage, expense or injury including death that the Customer may suffer as a result of the use of the Platform or the interaction with the Customer, due to any cause whatsoever, including negligence, breach of contract, or breach of any statutory or other duty of care, including any duty of care owed on the part of Giggy, and including the failure on the part of Giggy to take reasonable steps to safeguard or protect the Customer and third parties from the risks, dangers and hazards related to the Platform and this Agreement. The Customer agrees that it will not make or proceed with any claim or take or proceed with any proceedings against Giggy or any other person associated with Giggy in any manner, by itself or in conjunction with any other person or legal entity, in support of them or to assist them in any manner, who might claim contribution or indemnity, or any other remedy whatsoever from Giggy.
Data Storage and Privacy – Giggy’s Data Storage and Privacy policy and practices comply with the Personal Information Protection and Electric Documents Act (SC2000) c.5 (PIPEDA) and information provided is held on the Platform in adherence thereto. As Giggy will not remove your data and deprive you from the benefit of the Platform, if you do not want your information to be available on the Platform anymore, it is your duty to remove it. Data is collected and held for internal use, to enable the Platform to match Providers and Customers, and will not be resold.
Non Disclosure and Confidentiality -The Provider and the Customer will supply certain confidential information to Giggy, and by their association with Giggy will have access to certain of Giggy’s confidential information. The parties hereby agree and undertake in favour of each other, in order to protect their rights and proprietary interests in and to their confidential information (a) to maintain in secrecy all confidential information of the other parties that may have been disclosed or communicated to or acquired by it, exercising at least the same degree of care with which it protects its own confidential information; (b) only to disclose the confidential information of the other parties to such of its employees, agents, and/or representatives with a need to know for purposes of the Platform, provided that it shall advise those persons of their obligations under this Agreement; (c) not, during the existence of this Agreement or at any time thereafter, to disclose, directly or indirectly to any person or entity whatsoever, confidential information of the other parties that may have been disclosed or communicated to or acquired by it; (d) not, during the existence of this Agreement or at any time thereafter, to use, exploit, permit the use of, or in any manner whatsoever apply the confidential information of the other parties for its own benefit or for any other purpose other than for which it was disclosed; and (e) to claim and enforce similar confidentiality undertakings from all its employees, agents and/or representatives to whom the confidential information has been disclosed.
Disclaimer – All user generated content, including reviews, Customer profiles, and Provider profiles, reflect the perspective of the content provider and is not endorsed or supported by Giggy. Giggy has no responsibility, duty, or obligation on this regard.
Legal Relationship – The parties hereto hereby acknowledge and agree, that each is an independent contractor, that no party shall be considered to be the agent, representative, employer or employee, master or servant of any other party hereto for any purpose whatsoever, and that no party has any authority to enter into any contract, assume any obligations or to give any warranties or representations on behalf of any other party hereto. Nothing in this Agreement shall be construed to create a relationship of partners, joint ventures’, fiduciaries, or any other similar relationship among the parties. Under no circumstances will Giggy be considered or deemed to be vicariously, or otherwise, liable for the actions of the Provider or the Customer.
Respectful Interaction & Complaints – Providers and Customers are expected to engage in respectful conversations through the chat interface provided after a successful booking. Any non-professional conversation(s) may result in account termination. Agents, employees, and all members of Giggy have access to the chat and may take action based on Giggy’s policies. Giggy strongly advises against exchanging phone numbers between Customers and Providers. Giggy encourages the use of the chat interface to ensure that any potential issues arising after the service is provided can be resolved efficiently.
General
- In this Agreement, unless expressly stated otherwise or the context otherwise requires, (a) headings and captions are for convenience only and will not be deemed to explain, limit or modify the provisions hereof, (b) the word “including”, when following a general statement or term, is not to be construed as limiting the general statement or term (whether or not used in connection with phrases such as “without limitation” or “but not limited to”) and the word “or”, when connecting two or more matters, will not imply an exclusive relationship between the matters, and (c) a word importing the masculine gender includes the feminine and neuter, a word in the singular includes the plural, a word importing a corporate entity includes an individual, and vice versa.
- If any provision of this Agreement is found by a court of competent jurisdiction to be wholly or partially void or unenforceable for any reason, such void or unenforceable provision or part thereof will be severed from this Agreement without in any way invalidating or impairing the other provisions of this Agreement, which will remain in full force and effect.
- The provisions of this Agreement relating to obligations of confidentiality, waivers., releases and indemnity and all other provisions of this Agreement that are by their nature intended to survive the expiration or termination of this Agreement, will survive any such expiration or termination.
- This Agreement or any right, interest, duty or obligation of Giggy hereunder may be assigned, transferred or delegated by Giggy without the consent of the Customer.
- This Agreement will be governed by and interpreted in accordance with the laws of British Columbia and the laws of Canada applicable in British Columbia. The parties submit to the exclusive jurisdiction of British Columbia courts for any dispute arising out of or in relation to this Agreement.
- No failure or delay on the part of party in exercising any right, power or remedy hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right, power or remedy preclude any other further exercise thereof or the exercise of any further right, power or remedy.
- Any demand, notice or other communication required or permitted to be given under or in connection with this Agreement must be given in writing and will be given by registered mail or courier at the address for each party or to such other address as may be designated by notice given by either party to the other. Any demand, notice or other communication given by personal delivery (including courier) will be conclusively deemed to have been given on the day of actual delivery thereof.
- Giggy reserved the right to update the terms and conditions reflected in this Agreement from time to time. The Customer acknowledges and irrevocably agrees that any interaction with Giggy and/or any Provider, will be regulated by the terms of the Agreement that is published at the time that the Provider first interacts with the Customer, and that the Customer will be bound by those terms. The Parties agree that this Agreement, and changes to it from time to time, is ongoing and that a new Agreement is not required to regulate each new interaction between the Provider and a Customer.
- The Agreement and these Terms & Conditions, which for clarity includes all schedules hereto, constitute the entire Agreement between the parties and cancels and supersedes any prior understandings, negotiations and agreements between the parties with respect to the subject matter hereof. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, written, oral, implied or statutory, between the parties other than as expressly set herein.