Last updated: June 20, 2022

Provider’s Terms of Service

This Provider’s Terms of Service (the “Terms of Service”) set forth the terms and conditions whereby you, an independent service provider (the “Provider”) skilled to offer the Services contemplated by this Terms of Service, agree to provide certain Services to Consumers who request for the Services, from time to time, through the Sydia Platform.

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SYDIA PLATFORM.

1. General provisions

1.1 Statement

Sydia Platform creates a marketplace to connect potential clients (the “Consumers”) with skilled professionals, such as the Provider, in the business of providing services (the “Services”). Sydia offers mobile applications (the “Sydia Platform”) through which Consumers may connect with a network of Providers with whom they may arrange a variety of Services. Provider understands and intends that Provider will provide the services to Consumers strictly as an independent contractor and not as an employee, worker, agent, joint venture, partner, or franchisee of Sydia. Sydia does not provide the Services or employ individuals to perform the said Services. Sydia's role is limited to offering the technology platform as a source of referrals for Consumers and Providers and facilitating payments from Consumers to Providers.

Sydia and Provider acknowledge and agree that the Services are outside the usual course of Sydia’s business and that the Services will be performed outside all the places of Sydia’s business.

1.2 The Sydia Platform and Terms of Service.

Before receiving access to the Sydia Platform, the Provider must review and agree/acknowledge the Terms of Service of the Sydia Platform while registering. The Terms of Service shall control the requests raised by the Consumers and the Service offered by the Providers. Requests posted will include a date, Service details, general neighborhood or geographic area where the Service will take place and an estimate of the time necessary to complete the Service. Sydia does not guarantee that any minimum number of Services will be available to the Provider during this Terms of Service term. Once a Provider receives and accepts a Service request from the Consumer, the Sydia Platform will update the Consumer and the Provider about the update of the Service. Once a Service is confirmed, a contract is formed directly between the Consumer and Provider for the Provider to complete the Service. Provider hereby appoints Sydia to be its disclosed agent to enter into such a contract with the Consumer concerning those Services requested by the Consumer and accepted by the Provider. Provider agrees that Provider's name, phone number, email address, current location, and likeness may be provided or made available to Consumer by or on behalf of Sydia after the Service is confirmed.

1.3 Background checks

Before receiving access to the Sydia Platform, the Provider must submit to and pass a background check through Sydia’s background check third-party provider. After gaining access to the Sydia Platform, Sydia may, from time to time, in its reasonable discretion and by applicable law, conduct additional background checks on the Provider through Sydia’s background check provider. Sydia will only accept/approve the Provider after the Provider has passed the background check. It is the Provider’s responsibility to provide all information and documents requested during the background check. Failure to provide such information or documents will result in Provider’s application being rejected.

1.4 Registration processing

The app is free to download. To register as a Provider, you must select the ‘provider’ option on the registration page. Next, you will be requested to upload your profile photo, email address, gender, and identification. At this stage, you will not be able to receive any requests unless the background checks have been completed and you are approved to use the Sydia Platform to accept requests. Providers may be required to pay a fee to the third-party provider to conduct the background checks.

2. The services

Provider shall be eligible to add Services through the Sydia Platform that the Provider is skilled to provide. Sydia will approve the requests added by the Provider after performing checks; at this stage, Sydia may reach out to the Provider to request additional details. In those jurisdictions where a license, permit, or certification is required to perform the Services, the Provider shall, upon reasonable request, provide proof to Sydia of all necessary licenses, permits, or certificates through the Sydia Platform and to a third-party background check providers before the Service is approved. A Provider will not be able to receive requests for Services where Sydia does not approve the Service.

2.1 Service acceptance

Consumers will place requests on the Sydia Platform, after which, Sydia will display either a list of Providers to select from (“Marketplace” method) or auto-match a Provider to the Service (“On-demand” method). This method will be determined by the type of Service that may include factors such as, but not limited to, gender preference. For example, a Consumer’s request for a car wash will choose the On-demand method, whereas spa care will choose the Marketplace method.

How the Provider gets chosen in the Marketplace or On-demand methods is, but is not limited to, factors such as (a) the Provider has been approved on the Sydia Platform, (b) if the Provider has set their preference to online, (c) the do not have any pending settlement payable to Sydia or Users, (d) their Provider Earnings balance is not negative, (e) the requested Services is part of the listed Services that they can provide and that those Services are marked as active under their settings for Services on the Sydia Platform.

2.2 Service completion

Once a Provider has accepted a Service, the Provider is contractually obligated to complete the Service to the satisfaction of the Consumer.

Sydia is interested only in the results to be achieved by Provider: completion of each accepted Service by Consumer's specifications as detailed by Consumer. The Provider is solely responsible for determining the manner and method of performing all Services under this Terms of Service. Provider understands and agrees that Provider's failure to complete a Service following Consumer's specifications detailed by Consumer through the Sydia Platform constitutes a material breach of this Terms of Service and may result in liquidated damages or termination of this Terms of Service.

2.3 Service rejection and cancellation

Cancellation Sydia's cancellation policy for Services is as follows: Providers may cancel their Services through the Sydia Platform at any time and indicate the reason for cancellation, after which, Sydia will determine the cause of cancellation, to which you may be charged a cancellation fee of ten percent (10%) of the total service fee excluding any additional materials added by the Provider, with a minimum cap of Kenya Shillings Fifty (50/-) and a maximum cap of Kenya Shillings Three Hundred (300/-) whichever is applicable.

Rejection Providers will be required to accept or reject each Service once the Consumer has requested a Service and the Provider has been matched with the Consumer using the Marketplace or On-demand method. The Sydia Platform is designed to match the Consumer and Provider based on algorithms that will ensure Service completion. The Provider is obligated to complete the Service based on the skills and experience of the Services that the Provider has applied for on the Sydia Platform. The rejection fee follows the same principles as the Cancellation structure.

Conclusion Repeated Service cancellations and rejections by the Provider may result in liquidated damages or termination of this Terms of Service. Additionally, the process is at the sole discretion of Sydia, and it’s factored on historical Provider data such as the Services received by the Provider, the number of cancellations, ratings, and other factors. Finally, the Provider’s failure to complete a Service to the Consumer's satisfaction may result in liquidated damages or termination of this Terms of Service.

2.4 Service rating

Provider acknowledges that the Sydia Platform is intended to refer Consumers to those Providers who maintain high standards of skill, professionalism, and quality of service. Therefore, the Provider accepts that the Consumer may rate and review a Provider at the end of every booking. To ensure that the Sydia Platform remains a reliable source of referrals, the Provider agrees to maintain a Consumer rating at or above the minimum rating established by Sydia for access to the Sydia Platform, as modified occasionally. If a Provider's aggregate rating falls below the applicable minimum rating, Sydia reserves the right to deactivate the Provider's access to the Sydia Platform.

Additionally, The Provider may be required to rate and review the Consumer and the end of completed Services. The rating and review contain your independent, honest, genuine opinion. This information will assist Sydia in reviewing Consumers and improving the Sydia Platform.

2.5 No control

Provider shall be, at all times, while this Terms of Service is in effect, both under the terms of this Terms of Service and, in fact, free from Sydia's supervision, control, and direction in the performance of the Services. Sydia shall not control or have any right to control the manner or means by which Provider performs the Services, including but not limited to the time and place Provider performs the Services, the Services a Provider selects, the tools and materials used by Provider to complete the Services, the helpers, assistants, subcontractors or other personnel (if any) used by Provider in completing Services, or how the Provider completes the Services. Sydia will not and has no right to, under any circumstances, require Provider to participate in training, nor does Sydia offer or provide training to Provider. Those terms of Service provisions reserving ultimate authority in Sydia have been inserted solely to comply with federal, country, or local laws, regulations, and interpretations thereof.

Provider assumes full and sole responsibility for paying all compensation, benefits, and expenses of helpers, assistants, subcontractors, or other personnel if any, and for all required taxes to Provider and all persons engaged by Provider in the performance of the Services. Provider agrees that they are solely responsible for filing, and shall file, an appropriate schedule of expenses and all other relevant tax documents with the Kenya Law in compliance with required filing periods. Provider shall be responsible for and shall indemnify and hold Sydia harmless for any claims, suits, or actions related to this provision, including any such claims brought by Provider or their assistants, subcontractors, or other personnel, or by any third party concerning any claims for taxes or contributions, including penalties and interest.

To the extent required by applicable law, the Provider agrees to maintain a separate set of books or records reflecting all items of income and expense associated with operating their business.

3. Service fees

3.1 Service fees

Consumers shall pay for completed Services through the Sydia Platform by selecting a payment method while requesting the Services (the “Service Fee”), plus any additional materials added by the Provider (the “Material Fee”), collectively the “Total Summary.”

Each Service made available to the Provider on the Sydia Platform shall set forth the details about the Service requested, including the fee breakdown. In addition, the Consumer may choose certain methods of payments, including but not limited to mobile money, credit/debit cards, or other electronic payment methods available on the Sydia Platform.

A percentage of the Service Fee shall be the fee payable by the Provider to Sydia for referring the Consumer and the chosen Service, which Sydia can modify from time to time (the “App Fee”). The difference between the Service Fee and the App Fee, plus any Material Fee, will be the Provider’s entitlement (“Provider Earnings”)

Consumers shall pay for completed Services through the Sydia Platform to Sydia at the rates quoted by Sydia when the Service is posted on the Sydia Platform. By accepting this Terms of Service, the Provider authorizes Sydia to withhold Sydia's App Fee and any other applicable fees from the Total Summary before remitting them to the Provider.

For Kenyan Law (to the extent applicable), any values listed on the Sydia Platform include VAT.

3.2 Provider earnings

When Services are complete, and the Consumer has paid to Sydia, the Provider's Earning balance will accumulate per Service.

Sydia will transmit payment to the Provider via mobile money and the chosen phone number stated by the Provider upon requesting a withdrawal through the Sydia Platform, reducing the Provider Earning’s balance.

The system has a threshold on the Provider Earnings’ balance; should the Provider reach the threshold, Sydia may, in its sole discretion, remit the payment to the Provider, with or without a request from the Provider, to the phone number chosen at the time of registration. Additionally, you may not receive any future requests made by Consumers should you reach or exceed the Provider Earning threshold.

Settlements may take up to 2 business days from the withdrawal request.

4. Equipment, materials, and operations

4.1 Equipment

The Provider is required, where applicable, to furnish and maintain the tools, equipment, and other resources used to perform the Service. For example, repairing or replacing a bulb would require a Provider to have tools such as testing meters, screwdrivers, pliers, and other related tools to perform the Service.

4.2 Materials

The Provider should notify the Consumer beforehand, through the Sydia Platform, in case of additional materials required to fulfill a Service. Specific Services may have an option to add additional materials depending on the Service type requested by Consumer; for example, fixing a broken wall socket would require the Provider to purchase a new socket to fulfill the Service. The Sydia Platform will prompt the Provider to add additional costs, after which the Consumer needs to approve the extra charges before proceeding with the Service. The Provider will be required to capture the quantity and clearly describe the materials, unity type, and price for the materials. The total costs of additional materials will not include any App Fee; the Provider will receive full settlement for the Material Fee.

4.3 Operations

The Provider is solely responsible for any other costs or expenses incurred, such as, but not limited to, transport costs, SMS, or calling rates. The Provider should also be well presented and maintain a professional appearance when performing the Service, such as using an appropriate uniform, noting that the Provider will have no obligation to wear or display Sydia branded apparel, badge, or other forms of identification.

The Provider must be punctual. The timings for the Service will be shown on the Service request details.

5. Relationship of the parties

The Provider is an independent contractor and has not been engaged by Sydia to perform Services on Sydia's behalf. Instead, Provider has entered into this Terms of Service to access the Sydia Platform, in exchange for which it pays Sydia a fee, as described herein. Provider represents that they are customarily engaged in an independently established trade, occupation, profession, or business offering the Services to the general public. Provider represents that they maintain a principal address in connection with Provider’s trade, occupation, or profession. The Terms of Service shall not be construed to create any association, partnership, joint venture, employee, worker, or agency relationship between Provider and Sydia or any Consumer for any purpose. The Provider has no authority (and shall not hold themself out as having authority) to bind Sydia, and the Provider shall not make any agreements or representations on Sydia's behalf without Sydia's prior written consent. Provider understands that the Provider will not be eligible to participate in any benefit plans offered to Sydia's employees. Provider shall be responsible for and shall indemnify and hold Sydia harmless for any claims, suits, or actions related to this provision, including any such claims brought by Provider or by any third party concerning any claims for taxes or contributions, including penalties and interest.

6. Representations and warranties

Provider represents and warrants to Sydia that: (a) Provider has, and any assistants, helpers, subcontractors or other personnel engaged by Provider have the legal right to provide the Services that are contemplated by this Terms of Service; (b) Provider is, and any assistants, helpers, subcontractors or other personnel engaged by Provider are authorized to provide the Services contemplated by this Terms of Service within the jurisdiction in which Provider and any assistants, helpers, subcontractors or other personnel engaged by Provider intend to offer the said Services, and have the required skill and experience to perform the Services; and (c) Provider shall perform the Services in accordance with best industry standards for similar services and shall ensure that all assistants, helpers, subcontractors and other personnel used by the Provider in relation to the delivery of Services shall do likewise, including the completion of all Services referred to Provider that he/she opts to accept through the Platform; and (d) Provider and any assistants, helpers, subcontractors or other personnel engaged by Provider shall perform the Services in accordance with all applicable laws, rules and regulations.

Provider acknowledges that their failure to comply with the foregoing shall constitute a material breach of this Terms of Service and may result in termination of using the Sydia Platform.

7. Indemnification

Provider shall defend, indemnify and hold harmless Sydia and its affiliates, parents, subsidiaries, and partners and their respective officers, directors, employees, agents, successors, and assigns, and any other entity that requests or is in any way involved in making available, arranging or facilitating services through the Sydia Platform from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable legal fees) arising out of or resulting from: (a) bodily injury, death of any person, theft or damage to real or tangible, personal property resulting from Provider's acts or omissions, which shall include any acts or omissions of any assistants, helpers, subcontractors or other personnel engaged by Provider; and (b) Provider's breach of any representation, warranty, or obligation under this Terms of Service.

The Services the Provider provides under this Terms of Service are wholly and entirely Provider's responsibility. Accordingly, Sydia is not responsible or liable for the actions or inactions of a Consumer or other third party regarding the Services provided by the Provider. Provider understands, therefore, that by using the Sydia Platform, Provider will be introduced to third-parties about whom Sydia has not conducted any background or reference checking, which may be potentially dangerous, and that Provider uses the Sydia Platform at their own risk.

8. Insurance

It is the sole responsibility of the Provider to maintain in full force and effect adequate workers' compensation (or, if permitted by law, occupational accident insurance), unemployment, liability, and other forms of insurance, in each case with insurers, with policy limits sufficient to protect and indemnify Sydia and its affiliates, and each of their officers, directors, agents, employees, subsidiaries, parents, partners, members, controlling persons, and successors and assigns, from any losses resulting from the conduct, acts, or omissions of Provider or Provider's assistants, agents, contractors, servants, or employees.

9. Term; termination

9.1 Term

The Terms of Service shall be effective as of the date it is executed by the Provider and shall remain in effect unless and until terminated as outlined in this Section (the “Term”). Provider understands that Sydia may temporarily deactivate Provider's profile on Sydia Platform if Provider is inactive on the Sydia Platform for a period as established by Sydia. In such circumstances, Sydia may reactivate the Provider's profile upon request from Provider.

The parties acknowledge that this Terms of Service does not reflect an uninterrupted service arrangement, as this Terms of Service guarantees the Provider the right to choose when to make themself available.

9.2 Termination

(a) Sydia and Provider may terminate this Terms of Service, effective immediately upon written notice to the other party if the other party materially breaches this Terms of Service. A material breach shall include, but not be limited to, the acts or omissions expressly defined as constituting a material breach herein, misconduct, Provider's repeated failure to complete a Service they have booked on the platform to the Consumer’s satisfaction, Provider's failure to meet the applicable minimum rating, or if a Provider cancels or rejects Services, or as modified from time to time.

(b) In addition to the foregoing, the Provider may terminate the Terms of Service for any reason by writing to Sydia.

(c) Sydia may this Terms of Service, terminate or suspend your right to use the Sydia Platform at any time for any reason without obligation to give any reason (including, without limitation, if we believe that you have breached this Terms of Service or any policy posted on the Sydia Platform, or if we otherwise find that you have engaged in inappropriate or offensive behavior.

9.3 Provider's obligations upon termination

Upon termination of the Terms of Service for any reason, Provider shall: (a) complete any outstanding Services Provider has received (the “Ongoing Services”) and (b) certify to Sydia that Provider has complied with the requirements of this Section.

9.4 Sydia's obligations upon termination

Upon termination of the Terms of Service: (a) if Sydia yields the termination, Sydia shall immediately pay the Provider any outstanding earned Provider Earnings; or (b) if Provider yields the termination, Sydia shall pay Provider any outstanding earned Provider Earnings. In either event, Sydia shall pay Provider Earnings for any Ongoing Services as soon as practicable after Provider has completed the Ongoing Services.

9.5 Surviving provisions

The terms and conditions under this Terms of Service shall survive the expiration or termination of this Terms of Service.

10. Dispute resolution; Governing law

10.1 Informal negotiations

To expedite resolution and reduce the cost of any dispute, controversy, or claim related to this Terms of Service or otherwise arising from the relationship between Provider and Sydia, Provider and Sydia agree first to attempt to negotiate any dispute informally before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice of the dispute, controversy, or claim.

10.2 Governing law

These Terms of Service shall be governed and interpreted under the state's laws in which the Provider performs the majority of their services under the Terms of Service, notwithstanding any principles of conflict of law.

11. Requester privacy

Provider understands that in performing the Services, they will receive certain private or confidential information regarding the Consumers and will have access to their homes and personal belongings. Accordingly, the Provider agrees that they shall not publish, disseminate or disclose, for their benefit or the benefit of any third party, any confidential information regarding the Consumers, including addresses, telephone numbers, or financial information. Provider further agrees not to engage in any activity which violates the privacy of any Consumer, including, but not limited to, taking unauthorized photographs or making unauthorized audio or video recordings of a Consumer or their homes or personal belongings, or publishing, disseminating, or disclosing any such photographs or recordings. Provider acknowledges that their failure to comply with the foregoing shall constitute a material breach of this Terms of Service.

12. Modification

Provider hereby expressly acknowledges and agrees that, by using or receiving access to the Sydia Platform, Provider and Sydia are bound by the then-current version of this Terms of Service, including any supplements to this Terms of Service or documents incorporated herein. Modifications shall secure the Provider from time to time to this Terms of Service.

13. Acknowledgements

The Terms of Service may not be amended by implication or any marketing material on Sydia's website or the Sydia Platform. Nothing in this provision or this Terms of Service is intended to or shall be interpreted to create any third-party beneficiary claims.

YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD TO THIS PROVIDER'S TERMS OF SERVICE AND PRIVACY POLICY AND AGREE THAT YOUR USE OF THE SYDIA PLATFORM IS AN ACKNOWLEDGMENT OF YOUR AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS PROVIDER’S TERMS OF SERVICE AND THE COMPLIMENTING TERMS OF SERVICE.