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Terms and Conditions of Service

Habiler Inc. — Last updated: August 18 2026

These Terms and Conditions of Service (the "Terms of Service" or the "Terms") constitute a legally binding agreement between the User (as defined below) of the Platform (as defined below) ("you" or "your") and Habiler Inc., a company incorporated under the laws of Saint Christopher and Nevis with company number 008944 and having its registered office at New Street, Basseterre, Saint Kitts (together with its Affiliates (as defined below), "Habiler", "we", "us" or "our"), governing your access to and use of Habiler's website at www.habiler.com, its mobile applications (together, the "Apps"), and all related services, information and communications (collectively, the "Platform").

The use of all personal data you submit to the Platform, or which we collect about you, is governed by our Privacy Policy (the "Privacy Policy").

These Terms, together with the Privacy Policy, the Acceptable Use Policy, the Fees, Payments and Cancellation Supplemental Terms, and all other supplemental policies and terms referenced or linked within these Terms or otherwise made available to you (each of which is incorporated herein by reference and referred to collectively as the "Agreement"), govern your access to and use of the Platform.

SECTION 15 AND SECTION 22 CONTAIN AN ARBITRATION AGREEMENT. WITH LIMITED EXCEPTION, THAT ARBITRATION AGREEMENT REQUIRES YOU TO SUBMIT ALL DISPUTES AND CLAIMS YOU HAVE AGAINST HABILER TO BINDING AND FINAL ARBITRATION IN SAINT CHRISTOPHER AND NEVIS ON AN INDIVIDUAL BASIS, PURSUANT TO THE ARBITRATION ACT, CAP. 5.02 OF THE LAWS OF SAINT CHRISTOPHER AND NEVIS. PLEASE READ IT CAREFULLY, AS IT AFFECTS YOUR LEGAL RIGHTS.

BY ACKNOWLEDGING THESE TERMS OF SERVICE AND/OR ACCESSING OR USING THE PLATFORM, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY (WITHOUT LIMITATION OR QUALIFICATION) THE AGREEMENT, INCLUDING ALL TERMS INCORPORATED HEREIN BY REFERENCE.

IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT AND TO ABIDE BY ITS TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM.

1 The Platform

A. Online Marketplace

The Platform is an online web- and app-based two-sided marketplace which enables connections between Clients and Contractors within the Territory. "Client(s)" are individuals and/or businesses seeking to obtain services ("Job(s)" or "Task(s)"), and "Contractor(s)" are individuals or businesses offering to perform Jobs for Clients. Clients and Contractors are referred to herein together as "User(s)".

"Territory" means the Member States and Associate Members of the Organisation of Eastern Caribbean States in which Habiler has made the Platform available from time to time, being Saint Christopher and Nevis, Antigua and Barbuda, Saint Lucia, Saint Vincent and the Grenadines, Grenada, the Commonwealth of Dominica, Montserrat, Anguilla, the British Virgin Islands, and Martinique and Guadeloupe (each, a "Participating Jurisdiction"). The Platform is offered solely within the Territory. Habiler makes no representation that the Platform is appropriate or available for use outside the Territory, and access from outside the Territory is at your own initiative and risk.

Contractors are independent business owners providing services under their own name or business name (and not under Habiler's name), using their own tools, equipment, materials and supplies. Contractors set the applicable rates for Jobs. Contractors may (a) maintain a clientele without any restriction from Habiler; (b) offer and provide their services elsewhere, including through competing platforms; and (c) accept or reject Clients and Service Agreements (as defined below). Contractors are independent contractors of Clients, and Clients are therefore clients of Contractors, and not of Habiler.

Any reference to a Contractor being licensed, credentialed, "verified", "badged", "background checked", "top rated", "reliable" or similar indicates only that the Contractor has completed a relevant account registration process or satisfied certain criteria, and does not, and shall not be deemed to, represent anything further. Any such description (i) is intended only as information for Clients to weigh when making their own decisions about the identity and suitability of Contractors whom they select, interact or contract with via the Platform; and (ii) is not an endorsement, certification or guarantee by Habiler of a Contractor's skills, qualifications, licensure, insurance, trustworthiness, safety or suitability.

Notwithstanding any feature of the Platform which a Client may use to expedite Contractor selection, the Client is solely responsible for determining the scope of the Job and for selecting or otherwise approving its Contractor, and should undertake its own enquiries before booking any Job to satisfy itself that a specific Contractor holds the appropriate qualifications, licences and insurance.

B. Habiler's Role

The Platform is not an employment agency, employment business, recruitment service or labour contractor, and Habiler is not an employer of any User. Users are not employees, workers, partners, representatives, agents, joint venturers, independent contractors or franchisees of Habiler.

Users acknowledge and agree that (a) Habiler does not (i) perform Jobs, nor employ or engage individuals to perform Jobs; (ii) supervise, scope, direct, control or monitor Contractors' work, including that Habiler does not set Contractors' work locations, working hours or terms of work, nor provide tools, materials or supplies to, nor pay any expenses of, Contractors; or (iii) have any control over the quality, timing, legality, or failure to provide, or any other aspect whatsoever of, Jobs or Users (or the acts or omissions thereof), nor over the integrity, responsibility, competence, qualifications or communications of Users, nor the ratings or reviews provided by Users in respect of one another; and (b) the formation of a Service Agreement will not, under any circumstances, create any responsibility or liability for Habiler, nor any employment or other relationship between Habiler and any User, or between a Client and a Contractor.

Users have no authority to act as agent for, nor to bind or make any representations on behalf of, Habiler, including that Contractors may not modify all or any part of the Habiler fees (see Section 3 below).

Habiler is neither responsible nor liable for social security contributions, workers' compensation, or any tax payment or withholding, including without limitation income tax, value added tax, unincorporated business tax, consumption tax, sales tax, or any other tax, levy, duty or contribution imposed in any Participating Jurisdiction, arising in connection with a User's use of the Platform. Each Contractor assumes full and sole responsibility for all applicable income tax, business tax and social security or social contribution obligations in respect of the Contractor and all persons engaged by the Contractor in the performance of Jobs. Each User assumes all liability for the proper classification of that User's workers under applicable law.

C. Licence

Subject to your compliance with the Agreement (including these Terms and Habiler's Acceptable Use Policy), Habiler grants you a limited, non-exclusive, non-transferable and revocable licence to (a) access and use the Platform within the Territory; (b) download, access and use the App on your personal device solely in furtherance of your use of the Platform; and (c) access and view any content, information and materials made available on the Platform, in each case for your personal use and for the intended purpose of the Platform. Users may not copy, download, use, redesign, reconfigure, reverse engineer, scrape, data-mine or retransmit the Platform or anything therefrom or thereon, in whole or in part, without Habiler's prior written consent. All rights not expressly granted by Habiler are reserved.

D. User Representations and Warranties

In accessing and using the Platform, you represent and warrant that you:

  • will comply fully with the Agreement, including these Terms, the Acceptable Use Policy and all other supplemental terms;
  • are at least eighteen (18) years of age, or such greater age as is required for capacity to contract in the Participating Jurisdiction in which you reside, and are otherwise capable of entering into binding contracts;
  • have the right, authority and capacity to enter into the Agreement, including the right and authority to act on behalf of, and bind to the Agreement, any company or organisation on whose behalf you are entering into the Agreement;
  • will only request and/or perform (as applicable) Jobs within the Territory;
  • will respect the privacy, property, and data protection rights of other Users, and will not record (whether by video, audio or otherwise) any Job or any interaction with any User and/or Habiler without the prior written consent of Habiler and/or the relevant User, as applicable;
  • will act professionally and responsibly in your interactions with, and will fulfil the commitments you make to, other Users, including by communicating clearly and promptly through the Chat Thread and being present and/or available at the time agreed with other Users;
  • will only utilise the payment service provider designated by Habiler from time to time (the "PSP") to make or receive payment for Jobs where the Platform provides for payment through the Platform;
  • will use your legal name and/or legal business name (as per your government-issued identification and registration documents) and an up-to-date photograph on your profile;
  • will comply with all applicable laws of the Participating Jurisdiction in which you access the Platform or in which any Job is performed;
  • will not use the Platform for the purchase, sale or delivery of alcohol, firearms, or any controlled, prohibited or illegal substances, goods or services; and
  • will ensure that all communications regarding Jobs, including scoping, pricing and payment, remain on the Platform before, during and after the Job.

E. Additional Contractor Representations and Warranties

If you are a Contractor, you additionally represent and warrant that, in accessing and using the Platform, you:

  • are operating as a sole trader, partnership, limited liability company, limited partnership, company or other business undertaking when using the Platform;
  • are customarily engaged in an independently established business of the same nature as the services performed for Clients through the Platform, and maintain an independent clientele;
  • have the unrestricted right to work in the Participating Jurisdiction in which you perform Jobs, including, where applicable, a valid work permit or other immigration authorisation;
  • hold and will maintain, at your own expense, all licences, permits, certificates and registrations required by applicable law for your performance of Jobs, including as applicable any business licence, trade licence, business tax registration, contractor's licence, or registration with the relevant construction, electrical, plumbing or other trade authority;
  • hold and will maintain all insurance required to operate your business and to perform Jobs, including as applicable public liability insurance and, where you engage any personnel, employer's liability or workers' compensation cover;
  • will respond to invitations promptly; will provide timely, high-quality services to your Clients as agreed in the Chat Thread; will only offer and perform Jobs for which you have the necessary expertise; and will perform Jobs in a safe and workmanlike manner; and
  • will promptly disclose to Habiler in writing any criminal conviction (other than minor fixed penalty traffic offences) which arises during your use of the Platform.

2 Use of the Platform

A. Registration

You must register and create an account to access and use the Platform, providing only correct and accurate information, including your name, business name, mailing address, email address and telephone number. You agree to notify Habiler immediately of any change to your account information. Failure to provide and maintain accurate and updated information may result in your inability to use the Platform and/or termination of the Agreement by Habiler. Habiler may restrict any person from completing registration where Habiler determines that such person may threaten the safety or integrity of the Platform, or where such restriction is necessary to address any other reasonable business concern.

B. Account Security

You are fully and solely responsible for (a) maintaining the confidentiality of any log-in credentials, password and account number provided to you to access the Platform; and (b) all activity occurring under your password or account, whether or not authorised by you. Habiler has no control over any User's account. You agree to notify Habiler immediately if you suspect that any unauthorised party may be using your password or account, or of any other breach of security.

C. Contractor Onboarding

(i) Verification Checks. To the extent permitted by applicable law, Contractors may be subject to a review process before registering on, and during their use of, the Platform, which may include identity verification, police record checks and reference checks, in each case conducted directly or through third-party service providers ("Verification Checks"). If you are a Contractor, you agree to undergo such Verification Checks and to provide such documentation as Habiler may reasonably require. Habiler does not and cannot assume any responsibility or liability for the accuracy or reliability of Verification Check information, nor for any false or misleading statement made by any User.

(ii) Professional Licensing. Habiler does not independently verify that Contractors possess the necessary expertise, or have obtained any licence, permit or registration required to perform their Jobs. It may be unlawful in a Participating Jurisdiction to perform certain categories of work without a licence, permit or registration, and doing so may result in enforcement action, penalties or fines. Contractors are solely responsible for avoiding such prohibited work. Clients are solely responsible for determining whether a Contractor has the skills and qualifications necessary to perform a specific Job and for confirming that the Contractor holds all required licences, permits and registrations.

D. Service Agreement

The Platform allows Users to offer, search for and book Jobs. After identifying and selecting a Contractor, the Client and the Contractor may communicate via the chat thread within the Platform (the "Chat Thread") to establish the scope, schedule, pricing and other details of the Job, including any specific hazards, obstacles or impediments at the Job location, whether visible or concealed, which may affect performance. Once the Job is scheduled via the Platform, the Client and the Contractor form a legally binding contract in respect of the Job, comprising the engagement terms proposed and accepted and any other contractual terms agreed between the Client and the Contractor in the Chat Thread (the "Service Agreement"). The Client and the Contractor each agree to comply with the Service Agreement and with the Agreement during the engagement, performance and completion of a Job. Contractors are responsible for exercising their own business judgement in entering into Service Agreements and performing Jobs, and acknowledge that there is a chance of individual profit or loss. Habiler is not a party to any Service Agreement. The formation of a Service Agreement will not, under any circumstances, create any responsibility or liability for Habiler.

E. Other Parties

(i) Contractor Assistants. Where approved in advance by the Client in the Chat Thread, a Contractor may engage assistants, helpers, subcontractors or other personnel ("Contractor Assistant(s)") to perform all or part of a Job, provided that such Contractor Assistants have registered through the Platform and satisfy all requirements applicable to the Contractor under the Agreement. The Contractor assumes full and sole responsibility for the acts and omissions of all Contractor Assistants engaged in its performance of Jobs, and is fully responsible for (a) the lawful payment of all compensation, benefits and expenses of its Contractor Assistants; (b) all applicable tax and social security withholdings in respect of such Contractor Assistants; and (c) ensuring that all Contractor Assistants are registered Contractors on the Platform.

(ii) Client Agents. If a Client authorises a person other than the Client to book a Job on the Client's behalf, or to be present in the Client's stead when the Job is performed, the Client thereby appoints that person as its agent ("Client Agent"), and is deemed to have granted the Client Agent authority to act on the Client's behalf in relation to the applicable Job. A Client Agent may direct or instruct the Contractor's performance of the Job, and the Contractor may follow such direction as if given by the Client. The Client assumes full and sole responsibility for the acts and omissions of Client Agents.

3 Fees, Billing, Invoicing and Payment; Cancellation

The terms relevant to fees (including Contractor payments and Habiler's fees), invoicing, payment and cancellation are set out in the Fees, Payments and Cancellation Supplemental Terms, which apply to your access to and use of the Platform.

Habiler operates two payment models, and the model applicable to any given Job will be identified on the Platform at the time of booking:

  • Platform-Collected Payments: for such categories of Job as Habiler designates from time to time, the Client's payment for the Job is collected by Habiler or the PSP acting on Habiler's behalf, and the Contractor's portion is thereafter remitted to the Contractor, net of Habiler's service fee and any applicable deductions, in accordance with the payment schedule published on the Platform. Where Habiler collects payment, it does so solely as a limited payment collection agent of the Contractor for the purpose of receiving, holding and disbursing funds on the Contractor's behalf. Payment by the Client to Habiler or the PSP shall be treated as payment made directly by the Client to the Contractor, and shall discharge the Client's payment obligation to the Contractor in the amount so paid, whether or not Habiler in fact remits those funds to the Contractor.
  • Direct Payments: for all other categories of Job, the Client pays the Contractor directly, and Habiler charges a listing fee, lead fee, subscription fee or other fee to the Contractor and/or the Client for use of the Platform. Habiler is not a party to and takes no responsibility for any direct payment, and shall have no liability for non-payment, underpayment, late payment or any dispute as to payment between a Client and a Contractor.

Unless otherwise expressly stated in the Agreement, all fees, including all Habiler fees, are non-refundable. All amounts are stated and payable in Eastern Caribbean Dollars (XCD) or United States Dollars (USD) as indicated on the Platform, and are exclusive of any value added tax, consumption tax or other applicable transaction tax, which shall be added where required by law.

4 Off-Platform Circumvention

Habiler invests substantially in identifying, verifying and introducing Users to one another. The introduction of a Client to a Contractor through the Platform is the principal value which Habiler provides, and Habiler's fees are its only compensation for that introduction.

Accordingly, for a period of twelve (12) months following the date on which a Client and a Contractor are first connected through the Platform (whether or not any Job is ultimately booked, performed or paid for), each of them agrees that they shall not, directly or indirectly:

  • solicit, accept, arrange, perform, pay for or receive payment for any services of a kind offered on the Platform, otherwise than through the Platform and in accordance with the Agreement;
  • take, divert or attempt to take or divert any communication, negotiation, scoping, booking or payment relating to such services off the Platform, including by exchanging telephone numbers, email addresses, messaging handles, bank details or other contact or payment details for that purpose;
  • request or encourage another User to cancel a booking made through the Platform in order to transact off the Platform, or to invoice or pay outside the Platform for work booked through the Platform; or
  • induce or attempt to induce any other User to breach this Section 4.

This Section 4 does not restrict a Contractor from maintaining or serving a clientele obtained independently of the Platform, from advertising its services generally, or from providing services to a person with whom the Contractor had a pre-existing business relationship established before that person's first connection with the Contractor through the Platform. The burden of demonstrating such a pre-existing relationship rests with the party asserting it.

Circumvention Fee. If a User breaches this Section 4, Habiler may, without prejudice to any other right or remedy, charge that User a circumvention fee (the "Circumvention Fee") equal to the greater of (a) EC$250.00; and (b) 15% per cent of the total value of all services transacted off the Platform in breach of this Section, as reasonably assessed by Habiler on the basis of the information available to it. The Circumvention Fee is payable within fourteen (14) days of written demand, and Habiler may set off any Circumvention Fee against any sums otherwise payable by Habiler to that User, and may charge the payment method held on file for that User.

The parties acknowledge that Habiler's actual loss arising from circumvention is difficult to quantify precisely, that the Circumvention Fee represents a genuine pre-estimate of that loss agreed between commercially informed parties, and that it is proportionate to Habiler's legitimate interest in protecting the integrity of the Platform and recovering the value of the introductions it provides. It is not intended to operate, and shall not be construed, as a penalty.

In addition to charging a Circumvention Fee, Habiler may suspend or deactivate the account of any User in breach of this Section 4 in accordance with Section 7. Habiler further reserves the right to seek injunctive relief and damages in respect of any breach of this Section.

This Section 4 shall survive the termination of the Agreement and shall remain enforceable notwithstanding the deactivation of a User's account.

5 Contests and Promotional Codes

Habiler may from time to time provide optional promotional codes, opportunities and contests to Users. All such promotional opportunities are offered at Habiler's sole discretion, are subject to the terms and conditions governing them, and may be implemented, modified or withdrawn at any time by Habiler without advance notice. Habiler's liability in respect of such promotional opportunities and contests is subject to the limitations set out in Section 13.

6 Public Areas

The Platform may contain profiles, messaging systems, message boards, reviews, ratings, Job postings, chat areas, forums, communities and other message or communication facilities ("Public Areas") which allow Users to communicate with other Users. You may use such areas only to send and receive messages and materials which are relevant and proper to the applicable forum.

You understand that all submissions made to Public Areas will be public, and that you will be publicly identified by your name or login identification when communicating in Public Areas. Habiler will not be responsible for the actions of any User in respect of any information or material posted or disclosed in Public Areas.

7 Deactivation and Suspension

In the event of an actual or suspected breach by you of any part of the Agreement, including abuse, fraud, circumvention or interference with the proper working of the Platform, Habiler may (a) suspend your right to use the Platform pending its investigation; and/or (b) deactivate your account or limit your use of the Platform upon confirmation of a breach. Habiler will provide you with written notice of its determination. If you wish to appeal any determination made by Habiler under this Section, you must contact us within fourteen (14) days of receipt of such notice, setting out the grounds of your appeal.

If Habiler suspends or deactivates your account, or limits your use of the Platform under this Section 7, you may not register or create a new account under a different username, identity or set of contact details, whether under your own or any other name or business name, and whether or not acting on behalf of a third party.

8 Termination

You may terminate the Agreement between you and Habiler at any time by ceasing all use of the Platform and deactivating your account. Habiler may terminate the Agreement between you and Habiler at any time, and cease providing access to the Platform pursuant to Section 7, if you breach any part of the Agreement or violate applicable law.

Even after your right to use the Platform is suspended, terminated or limited, the Agreement will remain enforceable against you, and Habiler reserves the right to take appropriate legal action pursuant to the Agreement.

9 User Generated Content; Feedback

A. User Generated Content

"User Generated Content" means any information, content and material, including any video, film, recording, photograph or voice recording, which you provide to Habiler, its agents, Affiliates and corporate partners, or to other Users, in connection with your registration for and use of the Platform, including information and material posted or transmitted for use in Public Areas.

User Generated Content is not the opinion of, and has not been verified or approved by, Habiler. You acknowledge and agree that Habiler (a) is not involved in the creation or development of User Generated Content and does not control it; (b) is not responsible or liable for any User Generated Content, including its accuracy or any results obtained from its use or from reliance on it; (c) may, but has no obligation to, monitor or review User Generated Content; and (d) reserves the right to limit or remove User Generated Content which does not comply with the Agreement.

You are and remain solely responsible and liable for your User Generated Content. To the extent permitted by law, you grant Habiler, for the full duration of all rights subsisting in the User Generated Content including any extensions, a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid, unrestricted, sub-licensable (through multiple tiers) and transferable right and licence to publish, reproduce, disseminate, transmit, distribute, modify, adapt, translate, create derivative works from, publicly perform, exhibit, display (in whole or in part), act upon and otherwise use your User Generated Content, in any media, form or technology now known or later developed, including in connection with any advertising, marketing or publicising of the Platform, without any approval by, or compensation to, you. This licence extends to Habiler's use of your name, username, image, likeness, voice, screen name and any biographical, professional or other identifying information (collectively, "Likeness") in connection with your use of the Platform, including on websites, social media platforms and third-party digital platforms owned or controlled by us or our Affiliates.

You represent and warrant to Habiler that (i) you have lawful authority to grant the rights in your User Generated Content set out herein, and that the grant of such rights does not adversely affect any third-party right; and (ii) your User Generated Content will not (1) be false, inaccurate, incomplete or misleading; (2) be fraudulent or involve the transfer or sale of illegal, counterfeit or stolen items; (3) infringe any third party's privacy, copyright, patent, trade mark, trade secret or other proprietary or intellectual property right, or right of publicity or personality; (4) violate any law, statute, ordinance, code or regulation, including those governing consumer protection, unfair competition, anti-discrimination, false or misleading advertising, unsolicited electronic messages or data protection; (5) be defamatory, libellous, malicious, threatening or harassing; (6) be obscene or contain pornography, including child sexual abuse material, or be harmful to minors; (7) contain any virus, Trojan horse, SQL injection, worm, time bomb, corrupt file, cancelbot or other programming routine intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (8) claim or suggest that you are employed or directly engaged by, or affiliated with, Habiler, or otherwise purport to act as a representative or agent of Habiler; or (9) create liability for Habiler or cause Habiler to lose, in whole or in part, the services of its internet service providers or other partners or suppliers.

You waive, to the extent permitted by law, all moral rights associated with the User Generated Content, and all claims relating to the User Generated Content and to Habiler's use of it and of your Likeness. You release the Habiler Parties (as defined below) from, and shall hold them harmless against, any and all Liabilities (as defined below), including for defamation, malicious falsehood, invasion of privacy, breach of data protection, or infringement of rights of publicity or personality, arising from or relating to Habiler's use and exploitation of such User Generated Content and your Likeness as permitted herein.

Habiler is entitled to identify a User to other Users or to third parties who claim that their rights have been infringed by User Generated Content submitted by that User, so that they may seek to resolve the claim directly. If you believe in good faith that any User Generated Content provided on or in connection with the Platform is objectionable or infringes your rights or the rights of others, you are encouraged to notify Habiler.

B. Feedback

The Platform hosts User Generated Content comprising reviews and ratings of specific Contractors ("Feedback"), which enables Users to post and read other Users' expressions of their experiences. Feedback is the opinion of the User who posted it. Feedback is not the opinion of, and has not been verified or approved by, Habiler. Habiler does not evaluate Users. Habiler may, but is not obliged to, investigate, modify or remove any Feedback or other remarks posted by Users. You may request removal of a review which violates the Agreement or Habiler's Ratings and Reviews Guidelines by contacting us.

10 Intellectual Property Rights

The Platform, and all components and content made available or displayed thereon, including the Marks (as defined below) and all text, graphics, editorial content, data, formatting, designs, HTML, look and feel, photographs, music, sounds, images, software, video, typefaces, information, tools and interfaces, together with the coordination, selection, arrangement and enhancement of, and all intellectual property rights in and to, the foregoing (collectively, "Proprietary Material"), are owned by Habiler, excluding User Generated Content and any third-party websites made available on or via the Platform. Proprietary Material is protected, in all forms, media and technologies now known or hereafter developed, by the copyright, patent, trade mark and other intellectual property laws of Saint Christopher and Nevis, the other Participating Jurisdictions, and international law. Any use of Proprietary Material other than as permitted under the Agreement is expressly prohibited.

The service marks, logos and trade marks of Habiler (the "Marks") are owned by Habiler. The Marks are not available for use by Contractors. You may not copy or use the Marks without Habiler's express prior written consent. Any other trade marks, service marks, logos or trade names appearing on the Platform are the property of their respective owners and may not be used without the prior written consent of such owner.

11 Links to Third-Party Websites

The Platform may contain links, including hyperlinks, framed external websites and advertisements displayed in connection therewith, to third-party websites maintained by parties over which Habiler exercises no control.

Such links are provided for reference and convenience only, and do not constitute Habiler's endorsement, warranty or guarantee of, or association with, those websites, their content or their operators. It is your responsibility to evaluate the content and usefulness of information obtained from other websites. Use of any website controlled, owned or operated by a third party is governed by that website's own terms of use and privacy policy. You access and use such third-party websites at your own risk.

Habiler has no obligation to monitor, review, limit or remove links to third-party websites, but reserves the right to do so at its sole discretion. Habiler (a) expressly disclaims any responsibility or liability for any such third-party links or websites, including your access to or use of them, any products or services advertised or offered by them, and any claims arising therefrom; and (b) is not and will not be a party to any transaction between you and any third-party provider of products or services. You expressly release Habiler from any and all liability arising from your access to or use of any third-party website.

12 Intellectual Property Complaints

If you believe in good faith that any material provided on or in connection with the Platform infringes your copyright or other intellectual property right, please send the following to Habiler at the address set out in Section 21:

  • a description of the copyrighted work or other right which you claim has been infringed, including the URL or other specific location on the Platform where the material you claim to be infringing is visible, together with sufficient information to allow Habiler to locate the material and an explanation of why you consider an infringement to have occurred;
  • a description of the location where the original or an authorised copy of the work exists;
  • your name, address, telephone number and email address;
  • a statement that you have a good faith belief that the disputed use is not authorised by the rights owner, its agent or the law;
  • a statement, made under penalty of perjury, that the information in your notice is accurate and that you are the rights owner or authorised to act on the rights owner's behalf; and
  • your electronic or physical signature as the rights owner or as the person authorised to act on behalf of the rights owner.

The procedure set out in this Section is exclusively for notifying Habiler and its Affiliates that your material has been infringed, and does not constitute legal advice. Habiler has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Habiler may also, at its sole discretion, limit access to the Platform and terminate the account of any User who infringes the intellectual property rights of others, whether or not there is repeat infringement.

13 Disclaimer of Warranties

USE OF THE PLATFORM IS ENTIRELY AT YOUR OWN RISK.

THE PLATFORM AND THE TECHNOLOGY UNDERLYING IT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE PERFORMANCE, COMPLIANCE WITH ANY LAW, OR NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

WITHOUT LIMITING THE FOREGOING, HABILER AND ITS PARENT, SUBSIDIARIES, AFFILIATES AND LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, INVESTORS, ATTORNEYS, REPRESENTATIVES, INSURERS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "AFFILIATES", AND TOGETHER WITH HABILER, THE "HABILER PARTIES"):

  • MAKE NO REPRESENTATION OR WARRANTY, AND EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, AS TO (I) THE TIMELINESS, SUITABILITY, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF THE PLATFORM; (II) THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF THE PLATFORM OR ANY JOB OR SERVICE PROVIDED ON, THROUGH OR IN CONNECTION WITH THE PLATFORM; OR (III) THE JOBS OR SERVICES PROVIDED BY, OR THE INTERACTIONS OR COMMUNICATIONS OF OR BETWEEN, USERS OF THE PLATFORM, WHETHER ON- OR OFF-LINE, INCLUDING AS TO ANY CONTRACTOR'S ABILITY, PROFESSIONAL ACCREDITATION, REGISTRATION, INSURANCE OR LICENSURE;
  • DO NOT WARRANT THAT THE PLATFORM IS OR WILL BE ERROR-FREE, THAT ACCESS TO IT WILL BE UNINTERRUPTED, OR THAT IT IS FREE FROM COMPUTER VIRUSES, SYSTEM FAILURES, WORMS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS OR MALFUNCTIONS; AND
  • DO NOT WARRANT, ENDORSE, GUARANTEE, RECOMMEND OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE PLATFORM OR ANY LINKED WEBSITE, INCLUDING BY ANY CONTRACTOR, AND HABILER WILL NOT BE A PARTY TO, NOR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDER OF PRODUCTS OR SERVICES.

Certain Participating Jurisdictions do not permit the exclusion of, or limitation upon, certain implied warranties or statutory consumer guarantees. To the extent that the law of the Participating Jurisdiction in which you reside or in which a Job is performed confers rights which cannot lawfully be excluded or limited, the exclusions and limitations in this Section apply only to the extent permitted by that law, and nothing herein is intended to exclude or limit any such right.

14 Limitation of Liability

You acknowledge and agree that Habiler is willing to provide the Platform only on the basis of the limitations of its liability to you and to third parties set out in this Section and elsewhere in the Agreement.

ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE HABILER PARTIES OR THEIR CORPORATE PARTNERS BE RESPONSIBLE OR LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, FOR, AND SUCH PARTIES EXPRESSLY DISCLAIM, ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION AND THE COST OF SUBSTITUTE PRODUCTS OR SERVICES), EXPENSES (INCLUDING LEGAL FEES AND COSTS), LOSSES, GOVERNMENTAL OBLIGATIONS, SUITS AND CONTROVERSIES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED (COLLECTIVELY, "LIABILITIES"), ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH THE PLATFORM, OR YOUR OR ANY OTHER PARTY'S USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. TO THE EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE THE HABILER PARTIES AND THEIR CORPORATE PARTNERS FROM THE FOREGOING.

IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT THE HABILER PARTIES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, THEIR AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, WILL NOT EXCEED: (A) IF YOU ARE A CLIENT, THE TOTAL FEES PAID BY YOU TO HABILER IN THE SIX (6) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE; AND (B) IF YOU ARE A CONTRACTOR, THE TOTAL AMOUNTS PAID TO YOU BY CLIENTS THROUGH THE PLATFORM IN THE SIX (6) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

Nothing in the Agreement excludes or limits any liability which cannot lawfully be excluded or limited, including liability for death or personal injury caused by Habiler's negligence, or for Habiler's fraud, fraudulent misrepresentation, gross negligence or wilful misconduct.

15 Indemnification

Habiler reserves the right, at its sole discretion, to assume the exclusive defence and control of any matter otherwise subject to your indemnity. You shall not settle any claim or matter without Habiler's prior written consent.

A. Client Indemnification

If you are a Client, you shall indemnify, defend and hold harmless Habiler and its Affiliates from and against any and all Liabilities incurred in connection with (i) your use of, inability to use, or participation on, the Platform; (ii) your breach or violation of the Agreement; (iii) your violation of any law or of the rights of any User or third party; (iv) your use of any third-party link or website appearing on the Platform; (v) any User Generated Content or Feedback submitted by you or using your account; and (vi) the acts or omissions of any Client Agent.

B. Contractor Indemnification

If you are a Contractor, you shall indemnify, defend and hold harmless Habiler and its Affiliates from and against any and all Liabilities incurred in connection with (i) your use of, inability to use, or participation on, the Platform; (ii) your participation in Jobs, or your ability or inability to perform Jobs or to receive payment for them; (iii) your breach or violation of the Agreement; (iv) your violation of any law or of the rights of any User or third party; (v) any User Generated Content or Feedback submitted by or about you or using your account; and (vi) the acts or omissions of any Contractor Assistant.

16 Dispute Resolution and Arbitration Agreement

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND HABILER MAY BRING CLAIMS AGAINST ONE ANOTHER. WITH LIMITED EXCEPTION, IT REQUIRES YOU AND HABILER TO SUBMIT ALL CLAIMS TO BINDING AND FINAL ARBITRATION IN SAINT CHRISTOPHER AND NEVIS ON AN INDIVIDUAL BASIS.

A. Informal Resolution

To expedite resolution and reduce the cost of any dispute, controversy or claim arising out of, relating to or regarding your use of the Platform, your relationship with Habiler, any Job, or the Agreement (including any previous version) (a "Dispute"), you and Habiler shall first attempt in good faith to resolve the Dispute by informal negotiation. Informal negotiation commences upon written notice from one party to the other setting out the nature of the Dispute and the relief sought. Your address for such notice is that associated with your account, together with the email address you have provided to Habiler. Habiler's address for such notice is that set out in Section 21. If the Dispute is not resolved within thirty (30) days of such notice, either party may commence arbitration in accordance with Section 16(B). Compliance with this Section 16(A) is a condition precedent to the commencement of arbitration, save that either party may at any time apply for interim or conservatory relief in accordance with Section 16(F).

B. Agreement to Binding Arbitration

IN EXCHANGE FOR THE BENEFITS OF A SPEEDY, ECONOMICAL AND IMPARTIAL DISPUTE RESOLUTION PROCEDURE, YOU AND HABILER MUTUALLY AGREE TO WAIVE YOUR RESPECTIVE RIGHTS TO THE RESOLUTION OF ALL DISPUTES OR CLAIMS COVERED BY THIS ARBITRATION AGREEMENT IN A COURT OF LAW BY A JUDGE, AND AGREE INSTEAD TO RESOLVE ALL SUCH DISPUTES BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS AS SET OUT HEREIN.

This agreement to arbitrate (the "Arbitration Agreement") is governed by, and any arbitration commenced under it shall be conducted in accordance with, the Arbitration Act, Cap. 5.02 of the Revised Laws of Saint Christopher and Nevis (as amended, replaced or re-enacted from time to time, the "Arbitration Act"). The Arbitration Agreement survives the termination of the Agreement and of your relationship with Habiler, and is a separate and severable agreement which shall be treated as independent of the remainder of the Agreement for the purposes of determining its validity, existence and effectiveness.

To the fullest extent permitted by applicable law, you and Habiler agree to arbitrate any and all disputes and claims (the "Claim(s)") relating to, arising from or regarding your use of the Platform, your relationship with Habiler, any Job, or the Agreement (including any previous version), whether founded in contract, tort, statute, equity or otherwise, including Claims brought by Habiler, Claims brought against Habiler, and Claims brought against Habiler's Affiliates. This includes, without limitation, Claims relating to payments and fees, circumvention and Circumvention Fees, compensation, expense reimbursement, deactivation or suspension of your account, misrepresentation, defamation, breach of confidence, trade secrets, unfair competition, personal injury, property damage or loss, data protection and privacy, any promotion or offer made by Habiler, and any Claim arising under the consumer protection or fair trading legislation of any Participating Jurisdiction, to the extent that such Claim is capable of settlement by arbitration.

If there is a dispute as to the arbitrability of any Claim, including as to the formation, scope, applicability, interpretation, validity or enforceability of this Arbitration Agreement, you and Habiler agree that such threshold dispute shall be determined by the arbitral tribunal, save as expressly provided in Section 16(D). To the extent that any third-party beneficiary of the Agreement brings a Claim against a party, that Claim shall also be subject to this Arbitration Agreement. If either party brings both arbitrable and non-arbitrable claims in the same or in related proceedings, the parties agree that the non-arbitrable claims shall be stayed until the conclusion of the arbitration, to the fullest extent permitted by law.

YOU ACKNOWLEDGE AND UNDERSTAND THAT YOU AND HABILER ARE WAIVING THE RIGHT TO BRING PROCEEDINGS IN COURT IN RESPECT OF ALL DISPUTES AND CLAIMS, UNLESS EXPRESSLY EXCLUDED UNDER THIS ARBITRATION AGREEMENT.

C. Rules and Logistics Governing Arbitration

To initiate arbitration, the claiming party must serve on the other party a written notice of arbitration in accordance with the Arbitration Act, stating the nature of the Claim, the relief sought, and the claimant's nomination of an arbitrator or proposal as to the method of appointment.

The arbitration shall be conducted before a single arbitrator appointed by agreement between the parties. If the parties fail to agree upon the arbitrator within thirty (30) days after one party proposes names of potential arbitrators to the other, either party may apply to the High Court of Justice, Saint Christopher and Nevis Circuit, for the appointment of an arbitrator in accordance with the Arbitration Act.

The seat and legal place of the arbitration shall be Basseterre, Saint Christopher and Nevis, and the arbitration shall be governed by the Arbitration Act. The parties may agree, and the arbitrator may direct, that hearings be conducted remotely by video conference or, where the parties agree, in the Participating Jurisdiction in which the relevant Job was performed; the conduct of any hearing in a location other than the seat shall not alter the seat of the arbitration. The language of the arbitration shall be English.

The parties shall have the opportunity for reasonable disclosure of non-privileged documents relevant to the Claims. The arbitrator may award any individualised remedy which would be available in court, and may award declaratory or injunctive relief only in favour of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual Claims. The arbitrator shall issue a reasoned written award setting out the findings and conclusions on which it is based.

The arbitrator shall decide the substance of all Claims in accordance with the law specified in Section 20, and shall honour all claims of privilege recognised by law. Claims shall be governed by their applicable limitation periods, and failure to demand arbitration within the prescribed period shall bar the Claim as provided by law. The award shall be final and binding on the parties, and judgment upon the award may be entered in any court of competent jurisdiction. To the fullest extent permitted by the Arbitration Act, the parties waive any right of appeal to the courts on a question of law arising out of the award.

Each party shall bear its own legal fees and costs, and shall bear the arbitrator's fees and the costs of the arbitration in equal shares, save that at the conclusion of the arbitration the arbitrator may award costs, or any portion of them, to the prevailing party, to the extent permitted by applicable law. Where Habiler initiates the arbitration, Habiler shall advance the arbitrator's fees and administrative costs, without prejudice to any subsequent award of costs.

Except as required by law, or to the extent reasonably necessary for the enforcement of an award or for the purpose of obtaining professional advice, the existence of the arbitration and every element of it, including any award, shall be confidential and shall not be disclosed to any non-party. No document or other evidence prepared for or produced by or on behalf of any party to the arbitration shall be disclosed to any non-party.

D. Prohibition of Class, Collective and Representative Proceedings

You and Habiler agree that any arbitration will be limited to the Claim between Habiler (and, where applicable, its Affiliates) and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND HABILER ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A CLAIMANT OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, GROUP OR REPRESENTATIVE PROCEEDING, WHETHER IN COURT OR IN ARBITRATION (THE "CLASS ACTION WAIVER"). Unless both you and Habiler agree otherwise, the arbitrator may not consolidate the claims of more than one person and may not otherwise preside over any form of class or representative proceeding. The arbitrator shall have no authority to consider or resolve any Claim, or to grant any relief, otherwise than on an individual basis.

Notwithstanding any other provision of the Agreement or of this Arbitration Agreement, any dispute regarding the scope, applicability, enforceability, revocability or validity of the Class Action Waiver may be resolved only by a court of competent jurisdiction and not by the arbitrator. If a Claim is filed as a class, collective or representative action and there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, those Claims shall be severed from the remaining Claims and may proceed in a court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.

E. Exceptions to Arbitration

This Arbitration Agreement does not require arbitration of the following:

  • claims for social security, national insurance, workers' compensation or unemployment benefits;
  • claims which fall within the jurisdiction of the Magistrate's Court or equivalent small claims jurisdiction of a Participating Jurisdiction and which are brought on an individual basis;
  • applications for interim or conservatory relief, including injunctions and restraining orders, relating to the actual or threatened infringement, misappropriation or violation of a party's copyright, trade marks, trade secrets, patents or other intellectual property rights, or to a threatened breach of Section 4;
  • proceedings to enforce an arbitral award; and
  • claims which, as a matter of the law of a Participating Jurisdiction, are not capable of settlement by arbitration.

Nothing in this Arbitration Agreement prevents you from making a report to, or filing a complaint with, any labour department, labour commissioner, data protection authority, fair trading commission, consumer affairs department or other competent governmental or regulatory body in any Participating Jurisdiction, or from participating in any investigation by such a body.

F. Interim Relief

Nothing in this Section 16 prevents either party from applying to any court of competent jurisdiction, including the High Court of Justice, Saint Christopher and Nevis Circuit, for interim or conservatory relief in support of the arbitration, whether before or during the arbitral proceedings. An application to a court for such relief is not incompatible with, and shall not constitute a waiver of, this Arbitration Agreement.

G. Severability

If any portion of this Arbitration Agreement is held to be illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

17 App Store-Sourced Applications

If you access or download any App from the Apple App Store, you agree to and will comply with Apple's Licensed Application End User Licence Agreement in your access to and use of the App. If you access or download any App from the Google Play Store, you agree to and will comply with the Google Play Terms of Service.

18 Changes to the Agreement, the Platform and the App

A. Changes to the Agreement

Habiler reserves the right, for justifiable and proportionate reasons, at any time to review, change, modify, update, add to, supplement, suspend, discontinue or delete any term or provision of the Agreement, including these Terms, the Privacy Policy and the Acceptable Use Policy.

Notice of such amendments may be given by posting the updates or modifications, or notice of them, on the Platform, at the online location of the relevant terms or policies, by email, or in any other reasonable manner, and the amendments will take effect upon such posting. Your continued use of the Platform after such posting constitutes your consent to be bound by the Agreement as amended.

Where such modifications are material, you will be informed in advance for your acceptance or rejection. If any change to the Agreement is unacceptable to you, the previous Terms will continue to apply to your current Jobs, but you will not be able to use the Platform or contract new Jobs, and you must deactivate your account and immediately cease using the Platform.

B. Changes to the Platform

Habiler reserves the right at any time to review, improve, modify, update, upgrade, discontinue, impose limits upon, or restrict access to, whether temporarily or permanently, all or any portion of the Platform, including any content or information available on or through it, effective upon prior notice where reasonably possible. To the extent permitted by law, Habiler shall have no liability to you for any update, upgrade, modification or discontinuance of all or any portion of the Platform.

C. Mobile App Updates

By installing the App, you consent to the installation of the App and of any update or upgrade released through the Platform. The App, including any update or upgrade, may (i) cause your device to communicate automatically with Habiler's servers to deliver App functionality and to record usage metrics; (ii) affect App-related preferences or data stored on your device; and (iii) collect personal data as set out in our Privacy Policy. You may uninstall the App at any time.

19 No Rights of Third Parties

Except as expressly set out herein or as otherwise required by applicable law, the Agreement is for the sole benefit of Habiler and the User and their permitted successors and assigns, and there are no other third-party beneficiaries under the Agreement. None of the terms of the Agreement is enforceable by any person who is not a party to it, whether under the common law, any statute conferring rights on third parties in any Participating Jurisdiction, or otherwise, provided that Habiler may enforce any provision on behalf of its Affiliates, and provided further that a Client Agent may act in the name of and on behalf of their Client.

20 Governing Law

The Agreement, and your access to and use of the Platform, and any non-contractual obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of Saint Christopher and Nevis, without regard to its conflict of laws principles.

Subject always to Section 16 (Dispute Resolution and Arbitration Agreement), the courts of Saint Christopher and Nevis shall have exclusive jurisdiction in respect of any matter arising out of or in connection with the Agreement which is not required to be referred to arbitration, including any application in support of arbitration or for the enforcement of an arbitral award.

The choice of law set out in this Section applies except and to the extent that the mandatory law of the Participating Jurisdiction in which you reside or in which a Job is performed requires that the Agreement or your use of the Platform be governed by the law of that jurisdiction. This provision is intended only to designate the governing law for the interpretation of the Agreement, and is not intended to create any substantive right for persons who are not resident in Saint Christopher and Nevis to assert claims under that law, whether by statute, common law or otherwise. Nothing in this Section prevents Habiler from bringing proceedings to protect its intellectual property rights before any competent court.

21 Notices and Electronic Communications

A. Notices

Unless otherwise specified in the Agreement, all agreements, notices, disclosures and other communications under the Agreement (collectively, "Notices") shall be in writing and shall be deemed duly given when received, if personally delivered or sent by registered post with acknowledgement of receipt; when receipt is electronically confirmed, if transmitted by email; or on the day shown as delivered by a recognised courier service's tracking information. Notwithstanding the foregoing, any Notice to which the Agreement refers may be sent to you electronically, including by email or by posting on the Platform, and you consent to receiving Notices in that manner. All Notices which we provide to you electronically satisfy any legal requirement that such communications be in writing.

Notices to Habiler shall be sent to: Habiler Inc., New Street Basseterre, Saint Christopher and Nevis, marked for the attention of the Company Secretary, with a copy by email to legal@habiler.com.

B. Telephone Communications and Agreement to be Contacted

By providing your mobile telephone number and using the Platform, you affirmatively consent to the use of that number for calls and recurring text messages, including by automated dialling system, from Habiler and its Affiliates, or from Contractors, in order to (a) perform and improve the Platform; (b) facilitate the carrying out of Jobs through the Platform; and (c) provide you with information and reminders regarding your registration, onboarding, upcoming Jobs, product alterations, changes and updates, and service outages. Message frequency varies. Carriers are not liable for delayed or undelivered messages. Habiler will not assess any charge for calls or texts, but standard message, data and other charges from your carrier may apply. You may opt out of receiving text messages by modifying your account settings or by replying "STOP" to any text message, and may opt out of receiving calls by stating during any call that you no longer wish to receive calls. You may receive one final message confirming your opt-out. If you opt out of automated calls or text messages, Habiler reserves the right to make non-automated calls to you in relation to your account and Jobs.

You will be informed in any telephone call to or from Habiler if the call is to be monitored or recorded for quality control and training purposes, and you will be given the opportunity to continue the call without such monitoring or recording. Please refer to our Privacy Policy for further information on the processing of telephone calls as personal data.

C. Consent to Electronic Signatures

By using the Platform, you agree that (a) you will transact electronically through the Platform; (b) your electronic signature is the legal equivalent of your manual signature and has the same legal effect, validity and enforceability; (c) your use of a keypad, mouse, touchscreen or other device to select an item, button or icon constitutes your signature as if actually signed by you in writing; and (d) no certification authority or other third-party verification is necessary to validate your electronic signature, and the absence of such certification or verification will not affect its enforceability.

22 Invoicing Obligations for Contractors

As a Contractor rendering services in a Participating Jurisdiction, you may be obliged under applicable law to issue invoices or receipts to your Clients, and such invoices or receipts may be required to comply with specific formal requirements. Habiler is not responsible for issuing invoices or receipts on your behalf, and by accepting these Terms you acknowledge that Habiler will not do so.

Contractors remain at all times fully liable in respect of (i) their invoicing and receipt obligations, including as to the content of invoices and receipts, their mandatory particulars, and applicable retention obligations; and (ii) the tax consequences, including value added tax, consumption tax and business tax, arising therefrom.

23 General Provisions

A. Relationship of the Parties

No agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship exists, is intended, or is created between you and Habiler by the Agreement or by your use of the Platform. Users have no authority to act as agent for, nor to bind or make any representation on behalf of, Habiler.

B. Entire Agreement

The Agreement, including any terms linked to and incorporated by reference into these Terms, constitutes the complete and exclusive agreement between you and Habiler with respect to your use of the Platform, and supersedes all prior or contemporaneous agreements, proposals and communications in respect of that subject matter. The provisions of the Agreement are intended to be interpreted in a manner which renders them valid, legal and enforceable.

C. Severability and Waiver

Except in respect of the Class Action Waiver in Section 16(D), if any provision of the Agreement is found to be wholly or partly invalid, illegal or unenforceable, (i) that provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal and enforceable; or (ii) if it cannot be so modified or restructured, it shall be severed from the Agreement without affecting the validity, legality or enforceability of the remaining provisions. A failure by Habiler to enforce any provision or right shall not be construed as a waiver of that or any other provision or right.

D. Assignment

You acknowledge and agree that Habiler may assign or transfer the Agreement without your consent, and that any such assignment will be notified to you. Upon the effective date of an assignment, (a) Habiler shall be relieved of all rights, obligations and liabilities to you arising in respect of events occurring after that date; and (b) the assignee shall replace Habiler for the performance of the Agreement. You may not assign or transfer the Agreement without Habiler's prior written approval, and any purported assignment in breach of this Section shall be void.

E. Survival

All parts of the Agreement which by their nature should survive its expiration or termination, including Sections 4, 9, 10, 13, 14, 15, 16, 20 and 23, shall continue in full force and effect notwithstanding the expiration or termination of the Agreement or of your use of the Platform.

F. Language

The Agreement is drawn up in English. In the event of any discrepancy between the English text of the Agreement and any translation of it, the English version shall prevail.

G. Force Majeure

Habiler shall not be liable for any failure or delay in the performance of its obligations under the Agreement to the extent that such failure or delay results from any cause beyond its reasonable control, including any act of God, hurricane, tropical storm, earthquake, volcanic activity, flood, fire, epidemic or pandemic, act of terrorism, civil unrest, industrial action, failure of telecommunications or utility services, or act of any governmental authority in any Participating Jurisdiction.

24 Acknowledgement and Consent

I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF SERVICE, TOGETHER WITH THE PRIVACY POLICY, THE ACCEPTABLE USE POLICY, THE FEES, PAYMENTS AND CANCELLATION SUPPLEMENTAL TERMS AND ALL OTHER TERMS INCORPORATED HEREIN BY REFERENCE, AND I AGREE THAT MY USE OF THE PLATFORM CONSTITUTES MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT.