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Service Professional Agreement
HANDY TECHNOLOGIES U.K.
SERVICE PROFESSIONAL AGREEMENT

This Service Professional Agreement (the Agreement) sets forth the terms and conditions whereby you, an independent service provider fully-licensed (to the extent required by applicable law) and qualified to provide the services contemplated by this Agreement (the Service Professional), agree to provide certain services (as described on Schedule 1) to third parties that you may elect to provide from those which may, from time to time, be referred to you via the web-based platform of We Are Mop! Limited, a company incorporated in the United Kingdom under registration number 08334346 d/b/a Handy (Handy).
1. GENERAL PROVISIONS
1.1 Background Statement.
Handy is the owner of a technology platform that creates a marketplace to connect potential clients (Service Requesters) with fully-licensed (to the extent required by applicable law) and qualified professionals, such as Service Professional, in the business of providing home and/or office cleaning, handyperson services, plumbing services, electrical services, painting services, lawn care, and/or moving services (Services). Handy provides a web-based portal (the Handy Platform) through which Service Requesters may connect with a network of Service Professionals with whom they may arrange a variety of Services. Handy and Service Professional intend that Service Professional will provide these services to Service Requesters strictly as an independently-owned and operated business enterprise, and not as an employee, worker, agent, joint venturer, partner or franchisee of Handy or any Service Requester for any purpose. Handy does not provide the Services described in this Agreement and does not employ individuals to perform said Services. Handy's role is limited to offering the technology platform as a referral tool for Service Requesters and Service Professionals and facilitating payments from Service Requesters to Service Professionals.

1.2 The Handy Platform And Terms of Use.
Before receiving access to the Handy Platform, Service Professional must also review and agree to the Terms of Use of the Handy Platform, which are incorporated herein by reference. Service Professional acknowledges he/she has reviewed and accepted the Terms of Use. To the extent the Terms of Use are inconsistent with this Agreement, this Agreement shall control. From time to time, in their sole and complete discretion, Service Requesters will post jobs on the Handy Platform, setting forth the nature of the Services required (the Jobs). Jobs posted will include a date, general neighborhood or geographic area where the Job will take place, and time (the Timeframe) in which Services are requested, and an estimate of time necessary to complete the work (the Estimated Work Time). Timeframes will be displayed on the Handy Platform either as a specific time (i.e. 5:00 pm) or as a range (i.e. 2:00pm - 5:00pm). The Estimated Work Time will be displayed either as a specific time (i.e. 2 hours) or as a range (i.e. 2-3 hours). (Service Professional will then have the opportunity to review the Jobs and select those Jobs in Service Professional's area of expertise that meet Service Professional's preferred specifications as to Timeframe, neighborhood or geographic locations, date and fees. Handy does not guarantee any minimum number of jobs will be available to Service Professional at any point during the term of this Agreement. Subject only to the limitation set forth in paragraph 9.1, Service Professional is not obligated to review the Jobs posted or select any Jobs posted by any Service Requester at any time. Once a Service Professional selects a Job, the Handy Platform will confirm with the Service Professional and Service Requester that the Job has been booked by the Service Professional. Once a Job is booked, a contract is formed directly between the Service Requester and Service Professional for Service Professional to complete the Job. Service Professional hereby appoints Handy to be its disclosed agent for the purposes of entering into such a contract with the Service Requester with respect to those Jobs accepted by Service Professional. Service Professional agrees that Service Professional's name and phone number may be provided to Service Requester after the Job is booked. It is possible that, based on Service Requester specifications, a Service Professional may claim a Timeframe and/or Estimated Work Time (i.e. a Service Professional may claim a Job with a Timeframe of noon - 3pm and has an Estimated Work Time of 2-3 hours and receive a Job that is at 1pm and only 2 hours). Service Professional acknowledges and agrees that he/she understands that claiming a Job that has a Timeframe and Estimated Work Time may result in receipt of a Job of less than the maximum time set forth in the Estimated Work Time.

2. THE SERVICES

Service Professional shall be eligible to book Jobs through the Handy Platform requesting any Services that Service Professional is fully-licensed (to the extent required by applicable law) and qualified to provide as specified on Schedule 1 to this Agreement. In those jurisdictions where a license, permit, or certification is required to perform the Services, Service Professional shall, upon request, provide proof to Handy of all necessary licenses, permits and/or certifications before Service Professional provides any such Services under this Agreement.

2.1 Job Completion.
To ensure that the Handy Platform remains a reliable source of referrals and to ensure all Service Professionals are able to have access to available Jobs, once Service Professional has been awarded a Job, Service Professional is contractually obligated to complete the Job within the Timeframe specified by, and to the satisfaction of, the Service Requester. Service Professional may not cancel the Job without advance notice of at least twenty-four (24) hours to Service Requester and Handy, except in the case of an unavoidable emergency, in which case, Service Professional shall notify Service Requester and Handy as soon as practicable. In the event Service Professional, upon more than twenty-four (24) hours' notice, needs to reschedule a Job, Service Professional may contact the Service Requester and attempt to reschedule the Job. In the event that the Service Requester declines to reschedule, and Service Professional is unable to perform the Job as originally scheduled, Handy shall have the right to make the Job available on the Handy Platform. If Service Requester and Service Professional agree to reschedule, Service Professional agrees to notify Handy as promptly as possible so that Handy may update the Handy Platform. Repeated cancellations and/or rescheduled Jobs on short-notice notice by Service Professional may result in termination of this Agreement in accordance with Section 9. Additionally, at Handy's reasonable discretion, cancellation or rescheduling by Service Professional or Service Professional’s failure to complete a Job to the satisfaction of Service Requester may result in liquidated damages being charged to Service Professional as described in Schedule 2, which may be modified from time to time by Handy. Service Professional may also be entitled to a fee or liquidated damages in the event a Service Requester cancels or reschedules a Job as described in Schedule 2. Modifications to Schedule 2 will be effective upon written notification to Service Professional and will supersede any and all prior versions.
Handy is interested only in the results to be achieved by Service Professional: completion of each accepted Job in accordance with Service Requester’s specifications as detailed by Service Requester. Service Professional is solely responsible for determining the manner and method of performing all Jobs under this Agreement. Service Professional understands and agrees that Service Professional's failure to complete a Job in accordance with Service Requester's specifications after he or she has booked that Job using the Handy Platform constitutes a material breach of this Agreement and may result in liquidated damages as described in Schedule 2 and/or termination of this Agreement in accordance with Section 9 unless Service Professional cures the breach either through a reduced Service Fee or completion of the Job (without additional Service Fees being charged to the Service Requester) to the satisfaction of the Service Requester.
By accepting this Agreement, Service Professional authorizes Handy to withhold the foregoing cancellation fees, and any other contractual penalty fees referenced in this Agreement, from Service Professional's Service Fees.

2.2 Service Requester Ratings.
Service Professional acknowledges that the Handy Platform is intended to refer Service Requesters only to those Service Professionals who maintain the highest standards of professionalism and quality of service. Service Professional acknowledges that Service Requester may rate and review a Service Professional at the end of every booking. To ensure that the Handy Platform remains a reliable source of referrals, Service Professional agrees to maintain a customer rating at or above the minimum rating established by Handy for access to the Handy Platform, as modified from time to time. In the event a Service Professional's aggregate rating falls below the applicable minimum rating, Handy reserves the right to deactivate the Service Professional's access to the Handy Platform.

2.3 No Control.
Handy shall not control or have any right to control the manner or means by which Service Professional performs the Services, including but not limited to the time and place Service Professional performs the Services, the Jobs Service Professional selects, the tools and materials used by Service Professional to complete the Jobs, the helpers, assistants, subcontractors or other personnel (if any) used by Service Professional to assist in completing Jobs, or the manner in which Service Professional completes the Jobs. Handy will not and has no right to, under any circumstances, inspect Service Professional's work for quality purposes.

Where approved in advance by the Service Requester, and except as otherwise provided in this Agreement, Service Professional is not obligated to personally perform the Services. Service Professional shall furnish at his/her own discretion, selection, and expense any and all assistants, helpers, subcontractors or other personnel the Service Professional deems necessary and appropriate to complete the Services. Service Professional shall be solely responsible for the direction and control of any such personnel and for all acts and omissions of the same.

Before any Services are performed by any assistants, helpers, subcontractors or other personnel engaged by Service Professional, Service Professional shall require any such individuals to submit to a basic background check satisfactory to Handy.
Service Professional assumes full and sole responsibility for the payment of all compensation, benefits, pension contributions and expenses of helpers, assistants, subcontractors and/or other personnel, if any, and for all required insurance and withholdings, including without limitation tax and National Insurance Contributions, pension contributions, holiday pay, as to Service Professional and all persons engaged by Service Professional in the performance of the Services. Service Professional shall be responsible for, and shall indemnify and hold Handy harmless for any claims, suits, or actions related to this provision, including all reasonable legal and other professional fees incurred, including any such claims brought by Service Professional or his or her assistants, subcontractors and/or other personnel, or by any third party with respect to any claims for taxes, holiday pay or contributions, including penalties and interest.

3. SERVICE FEES

3.1 Service Fees.
Service Requester shall pay for completed Jobs through the Handy Platform at the rates quoted by Handy at the time the Job is posted on the Handy Platform, which shall be based on the stated parameters of the Job (the Job Rate). Each Job made available to Service Professional on the Handy Platform shall set forth the Timeframe, Estimated Work Time, details about the Service requested, the Job Rate, and the estimated Service Fee the Service Professional shall be entitled to upon completion of the Job, as modified from time to time. The difference between the Job Rate and Service Fee shall be the fee owed to Handy for referring the Job and facilitating the payment from Service Requester to Service Professional (Booking Fee). This fee shall be inclusive of VAT where applicable and Handy shall issue a VAT invoice in respect of the Booking Fee to Service Professional.

Modifications to pricing and fees will be effective upon written notification to Service Professional and will supersede any and all prior versions. Notwithstanding the provisions of Section 16, the availability of any such modified pricing and/or fees on the Handy Platform shall constitute written notice to Professional for purposes of this Section 3.1, which shall be effective at the time such modified pricing and/or fees are made available to Service Professional. By accepting this Agreement, Service Professional authorises Handy to withhold Handy's Booking Fee from the payment made to the Service Professional for each Job.

3.2 Service Fee Negotiation.
If a Job referred to and accepted by Service Professional requires more time to complete than the Estimated Work Time, Service Requester and Service Professional may, prior to Service Professional providing any Services above and beyond the Estimated Work Time, negotiate an increase in Service Fees based on the estimated additional time needed to complete the Job. Upon agreement to an increase in Service Fees, Service Professional and Service Requester shall notify Handy. Handy shall have no involvement in negotiating any increase in the Service Fees.

3.3 Service Fee Payment.
When a Job is complete, Service Professional will submit to the Service Requester and Handy confirmation that the Job is complete. Handy shall then remit payment for each Job, less Handy's Booking Fee, within seven (7) business days. For purposes of this Section 3.3, “remit” shall refer to Handy’s initiation of a payment to Service Professional; provided that Handy has initiated payment to Service Professional within seven (7) business days following the day the Job was completed, Handy shall not be liable if the paid amount is not accessible by Service Professional within that time frame. Service Professional may request payment for a booking to be remitted sooner than as set forth above for a fee as set forth in Schedule 2. Such fee will apply each time that the Service Professional requests a payment. When Service Professional requests this expedited payment, Handy will remit payment within (3) business days. Payment processing services for Service Professionals are provided by Stripe and are subject to the Stripe Connected Account Agreement , located at https://stripe.com/gb/connect-account/legal, which includes the Stripe Terms of Service, located at https://stripe.com/gb/legal (collectively, the Stripe Services Agreement). By agreeing to this Agreement, Service Professional agrees to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Handy enabling payment processing services through Stripe, Service Professional agrees to provide Handy accurate and complete information about Service Professional and Service Professional's business, and Service Professional authorizes Handy to share it and transaction information related to Service Professional's use of the payment processing services provided by Stripe.

4. EQUIPMENT AND OPERATIONS

4.1 Compatible Mobile Device.
In order to book Jobs, Service Professional must possess a smartphone equipped with access to the Handy Platform (the Compatible Mobile Device). If Service Professional does not possess a Compatible Mobile Device, Handy and Service Professional may, at Service Professional's sole discretion, enter into a written agreement governing the terms under which Handy will provide a Compatible Mobile Device. Any phone provided to Service Professional pursuant to any such written agreement must be returned upon termination of this Agreement. If Service Professional does not return the Compatible Mobile Device upon termination of the Agreement, Service Professional authorizes Handy to withhold the cost of the Compatible Mobile Device from Service Professional's Service Fees remaining at the time the Agreement is terminated. The intended purpose of any Compatible Mobile Device provided by Handy is to permit access to Handy's proprietary software. The Compatible Mobile Device cannot be used for any other purpose than to access the Handy Platform. In no event will Handy monitor or have the right to monitor Service Professional's usage of the Handy Platform through the Compatible Mobile Device, although Handy may collect operational data, such as features the Service Professional uses on the Handy Platform, for the purpose of improving the software.

4.2 Pro Portal.
In order to book Jobs, Service Professional must download Handy's Service Professional mobile application (the Pro Portal) onto the Compatible Mobile Device used by the Service Professional. Handy collects the latitude and longitude location (Location Coordinates) of the Compatible Mobile Device from the Pro Portal for a period of time starting (a) 4 hours prior to the scheduled start of a Job for the purpose of (i) providing support for the Service Professional and Service Requester to find each other and (ii) confirming that the Service Professional will perform the Job claimed by the Service Professional and ending (b) 2 hours following the scheduled end of a Job for the purpose of confirming that the Job is completed. In addition, at any point, Handy may collect the Location Coordinates of the Compatible Mobile Device on which the Pro Portal is installed for the purpose of referring jobs to a Service Professional that are posted on short notice by Service Requesters in theLocation Coordinates and contact information Service Professional's vicinity. Service Professional shall have no obligation to accept any Job offered in this manner. For up to a 4 hour period prior to the scheduled start of a Job, Handy may share the Service Professional's Location Coordinates with the Service Requester who requested the Job for the purpose of assisting the Service Requester and Service Professional to coordinate the Services and to confirm that the Service Professional will perform the Job claimed by the Service Professional. Handy may also disclose the Service Professional's Location Coordinates and contact information as required by applicable law, to authorized service providers, or when Handy believes that such disclosure is necessary to protect the rights, property, or safety of Handy, Handy Platform users, Service Requesters, or others. Handy has no right to collect or use GPS data for the purpose of controlling or monitoring the manner and means by which the Service Professional provides the Services contemplated by this Agreement, or the frequency with which the Service Professional uses the Handy Platform to book Jobs. The Service Professional may stop Location Coordinates collection only by uninstalling the Pro Portal from the Compatible Mobile Device. Handy retains Location Coordinates information to confirm that the Job has been completed and retains de-identified Location Coordinates data indefinitely. By executing this Agreement, Service Professional agrees to the use and disclosure of Location Coordinates information as described above.

4.3 Costs of Operation.
Service Professional is solely responsible for any costs or expenses incurred by Service Professional in connection with the operation of Service Professional’s business and the performance of the Services. Service Professional shall furnish and maintain, at Service Professional's own expense, the tools, equipment, supplies, and other materials used to perform the Services. Service Professional, at Service Professional's sole discretion, shall determine what equipment, supplies, and materials are necessary to perform the Services, and where, when, and at what cost, to purchase or maintain any necessary equipment, supplies, tools, and materials. At Service Professional's request, Handy may offer to Service Professional certain equipment, supplies, and materials. Service Professional is not required to purchase any equipment, tools, supplies, or materials from Handy at any time.

4.4 Handy Apparel or Identification.
Service Professional will have no obligation to wear or display the apparel, badge or other form of identification.

4.5 Use of Voice, Image and Likeness.
Service Professional gives Handy permission to use any and all of Service Professional's voice, image, likeness and any ratings or reviews from Service Requesters about Service Professional, with or without using Service Professional's name, in connection with the products and/or services available through the Handy Platform, for the purposes of advertising and promoting such products and/or services and/or Handy, for the purposes of identifying Service Professional to Service Requester, and/or for other purposes deemed appropriate by the Handy in its reasonable discretion, except to the extent expressly prohibited by law. In addition to the foregoing, Service Professional may be required to submit an image for use by the Handy Platform to facilitate identifying Service Professional with Service Requestors. Service Professional also represents and warrants the Service Professional owns the copyright of any image or likeness that the Service Professional provides to Handy.

5. RELATIONSHIP OF THE PARTIES

Service Professional is an independent contractor and has not been engaged by Handy to perform services on Handy's behalf. Rather, Service Professional has entered into this Agreement for the purpose of having access to the Handy Platform and the exclusive marketplace for services thereby created by Handy, in exchange for which Service Professional pays Handy a fee, as described herein. This Agreement shall not be construed to create any association, partnership, joint venture, employee or worker relationship between Service Professional and Handy or any Service Requester for any purpose. Service Professional has no authority (and shall not hold himself or herself out as having authority) to bind Handy and Service Professional shall not make any agreements or representations on Handy's behalf without Handy's prior written consent. Service Professional understands that Service Professional will not be eligible to participate in any benefit plans offered to Handy's employees, including, but not limited to, vacation, group medical or life insurance, disability, income protection, profit sharing, pension or retirement benefits or any other fringe benefits or benefit plans offered by Handy to its employees. Handy will not be responsible for withholding or paying any income or payroll taxes, National Insurance, or pension contributions, holiday pay or other employment-related contributions or charges of any kind, or obtaining workers' compensation or liability insurance on Service Professional's behalf. Service Professional shall be responsible for, and shall indemnify and hold Handy harmless for any claims, suits, or actions related to this provision, including any such claims brought by Service Professional or by any third party with respect to any claims for taxes or contributions, including penalties and interest or claims for holiday pay, in all cases together with all reasonable legal and other professional fees incurred.

6. REPRESENTATIONS AND WARRANTIES

Service Professional represents and warrants to Handy that: (a) Service Professional has the legal right to provide the Services that are contemplated by this Agreement in the United Kingdom; (b) Service Professional is fully-licensed (to the extent required by applicable law) and authorized to provide the Services contemplated by this Agreement within the jurisdiction in which Service Professional intends to offer said Services, and has the required skill, experience, and qualifications to perform the Services; and (c) Service Professional shall perform the Services in accordance with best industry standards for similar services and shall procure that all assistants, helpers, subcontractors or other personnel used by Service Professional in relation to the delivery of Services shall do likewise, including the completion of all Jobs referred to and accepted by Service Professional through the Handy Platform. Service Professional acknowledges that his/her failure to comply with the foregoing shall constitute a material breach of this Agreement.

7. INDEMNIFICATION

Service Professional shall defend, indemnify and hold harmless Handy and its affiliates and their officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including attorneys' 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 Service Professional's acts or omissions or from the acts or omissions of any helper, assistant, subcontractor or other personnel used by Service Professional in connection with the Services; and (b) Service Professional's breach of any representation, warranty, or obligation under this Agreement.

The Services that Service Professional provides pursuant to this Agreement are fully and entirely Service Professional's responsibility. Handy is not responsible or liable for the actions or inactions of a Service Requester or other third party in relation to the Services provided by Service Professional. Service Professional understands, therefore, that by using the Handy Platform, Service Professional will be introduced to third parties in relation to whom Handy has not conducted any background or reference checking, that may be potentially dangerous, and that Service Professional uses the Handy Platform at his/her own risk.

Service Professional shall where applicable issue a VAT invoice to Service Requester in respect of the Job Rate and shall comply with all laws and regulations relating to VAT. Service Professional hereby indemnifies and shall hold harmless Handy in respect of any failure on the part of Service Professional to comply in full with all such VAT laws and regulations.

8. INSURANCE

It is the sole responsibility of the Service Professional 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 reasonably acceptable to Handy, with policy limits sufficient to protect and indemnify Handy and its affiliates, and each of their officers, directors, agents, employees, subsidiaries, partners, members, controlling persons, and successors and assigns, from any losses resulting from the conduct, acts, or omissions of Service Professional or Service Professional's assistants, agents, helpers, subcontractors, servants, employees or other personnel engaged by Service Professional. Service Professional shall make the insurance policy and evidence that all premiums have been paid up to date available for inspection by Handy on request.

9. TERM; TERMINATION

9.1 Term.
This Agreement shall be effective as of the date it is executed by Service Professional and shall remain in effect unless and until terminated as set forth in this paragraph 9 (the Term). Service Professional understands that Handy may temporarily deactivate Service Professional's profile on the Handy Platform in the event that Service Professional is inactive on the Handy Platform for a period of 28 days or more. In such circumstances, Handy shall reactivate Service Professional's profile upon request from Service Professional.

The parties acknowledge that the term of this Agreement does not reflect an uninterrupted service arrangement, as this Agreement guarantees Service Professional the right to choose when to make himself or herself available and each Job referred and accepted is treated as a separate service arrangement.

9.2 Termination.
Handy and Service Professional may terminate this Agreement, effective immediately upon written notice to the other party, in the event that other party materially breaches this Agreement. A material breach shall include, but not be limited to, the acts or omissions expressly defined as constituting a material breach herein, misconduct, Handy's failure to timely remit Service Fees as described herein, Service Professional's failure to complete a Job he or she has booked on the platform to the Service Requester’s satisfaction, Service Professional’s failure to meet the applicable minimum rating, or if a Service Professional cancels or reschedules two (2) or more Jobs he or she has booked on less than 2 hours' notice prior to the applicable Job start time within any twenty-eight (28) day period. In addition to the foregoing, Handy and Service Professional may terminate the Agreement for any reason upon fifteen (15) days' written notice.

9.3 Service Professional's Obligations Upon Termination.
Upon termination of this Agreement by Service Professional or by Handy upon notice, Service Professional shall complete any outstanding Jobs Service Professional has claimed (the Outstanding Jobs) unless notified not to do so by Handy in writing. If Handy has terminated the Agreement without notice, Service Professional will not complete Outstanding Jobs unless agreed to in writing by Handy. (Within ten (10) days after termination with or without notice, or as otherwise agreed in writing, Service Professional shall return any Handy property in Service Professional's possession, including but not limited to, any Compatible Mobile Device supplied by Handy; and (c) certify in writing to Handy that Service Professional has complied with the requirements of this paragraph.

9.4 Handy's Obligations Upon Termination.
Upon termination of this Agreement: (a) if the termination is effected by Handy, Handy shall immediately pay to Service Professional any outstanding earned Service Fees; or (b) if the termination is effected by Service Professional, Handy shall pay to Service Professional any outstanding earned Service Fees within seventy-two (72) hours. In either event, Handy shall pay Service Fees for any Outstanding Jobs as soon as practicable after Service Professional has completed the Outstanding Jobs if applicable under paragraph 9.3 above.

9.5 Surviving Provisions.
The terms and conditions of this paragraph 9.5 and paragraphs 5, 6, 7, 10, 11, and 12 shall survive the expiration or termination of this Agreement.

10. OTHER BUSINESS ACTIVITIES

Service Professional may be engaged or employed in any other business, trade, profession, or other activity, including providing Services to customers booked through means other than the Handy Platform, including other web-based portals, smartphone applications, and/or platforms. However, during the Term and for a period of 6 months thereafter Service Professional shall not affirmatively solicit Service Requesters originally referred through the Handy Platform to book jobs through any means other than the Handy Platform; provided, however, Handy may charge Service Professional a referral fee in the event the Service Professional affirmatively solicits Service Requesters originally referred through the Handy Platform to book jobs through any means other than the Handy Platform.

11. ASSIGNMENT AND RIGHTS OF THIRD PARTIES

Service Professional may not assign this Agreement, absent written authorization by Handy. This provision shall not be construed as limiting Service Professional’s right to engage personnel to assist in the Services as set forth in this Agreement. Handy may freely assign its rights and obligations under this Agreement at any time. This Agreement will inure to the benefit of, be binding on, and be enforceable against, each of the parties hereto and their respective successors and assigns.

With the exception of the foregoing, a person who is not a party to this Agreement will not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

12. DISPUTE RESOLUTION; GOVERNING LAW

12.1 Informal Negotiations.
To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement or otherwise arising from the relationship between Service Professional and Handy, Service Professional and Handy agree to first attempt to negotiate any dispute informally for at least thirty (30) days before initiating any arbitration, court or other legal proceeding. Such informal negotiations will commence upon written notice of the dispute, claim, or controversy. Service Professional's address for such notices shall be the address provided by the Service Professional in the Pro Portal (or to such other address that may be designated by the receiving party from time to time in accordance with this paragraph). Handy's address for such notices is Handy, Inc., PO Box 1122, New York, NY 10059.

12.2 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to the choice or conflicts of law provisions of any jurisdiction. Each party irrevocably submits to the non-exclusive jurisdiction and venue of the courts of England and Wales.

13. SERVICE REQUESTER PRIVACY

Service Professional understands that in performing the Services, he or she will receive certain private and/or confidential information regarding the Service Requesters and will have access to their homes and personal belongings. Except upon order of government authority (e.g., Court, administrative agency) having jurisdiction, or upon written consent by the Service Requester, Service Professional agrees that he or she shall not publish, disseminate or disclose, for his or her own benefit or the benefit of any third party, any confidential information regarding the Service Requesters, including addresses, telephone numbers and/or financial information. Service Professional further agrees not to engage in any activity which violates the privacy of any Service Requester, including, but not limited to, taking unauthorized photographs or making unauthorized audio or video recordings of a Service Requester or his or her homes or personal belongings, or publishing, disseminating or disclosing any such photographs or recordings. Service Professional acknowledges that his/her failure to comply with the foregoing shall constitute a material breach of this Agreement.

14. PROFESSIONAL DATA PROTECTION NOTICE

The Fair Processing Notice for Service Professionals is incorporated by reference herein as Schedule 3 to this Agreement. As a condition of this Agreement, Service Professional confirms that he or she has reviewed and consented to the Basic Disclosure criminal record checks and processing of personal data described in the Fair Processing Notice.

15. MODIFICATION

Service Professional hereby expressly acknowledges and agrees that, by using or receiving access to the Handy Platform, Service Professional and Handy are bound by the then-current version of this Agreement, including any modifications and supplements to this Agreement or documents incorporated herein, including the Schedules. Continued use of the Handy Platform after any modifications or supplements to the Agreement shall constitute your consent to such modifications and supplements. Service Professional is responsible for regularly reviewing this Agreement.

16. MISCELLANEOUS

All notices other than those required by Section 3.1 and Section 12, requests, consents, claims, demands, waivers, and other communications hereunder (each, a Notice) shall be in writing and if to Handy shall be sent to: legal@handy.com and Service Professional's address for such notices shall be the address provided by the Service Professional in the Pro Portal (or to such other address that may be designated by the receiving party from time to time in accordance with this paragraph).

This Agreement, together with any other documents incorporated herein by reference, and related schedules, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance. Except as expressly provided otherwise in this Agreement, if any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Headings are not part of this Agreement and shall not be used to construe it. This Agreement may not be amended, by implication or otherwise, by any marketing material contained on Handy's website or the Handy Platform.

You understand that your electronic signature is as legally binding as a handwritten signature.

SCHEDULE 1

Service Professional is licensed (to the extent required by applicable law), qualified and otherwise authorized to provide the following Services:

Home Cleaning
Office Cleaning
Furniture Assembly
Hanging Pictures and Shelves
Mounting Televisions
Moving Help
Interior Painting
Drain Work
AC Work
Other Handyman Work
Window Treatments
Garbage Disposal Work
Toilet Work
Other Plumbing Work
Ceiling and Bath Fans - Electrical
Light Fixtures - Electrical
Outlets - Electrical
Other Electrical Work
Lawn Care

SCHEDULE 2 LIQUIDATED DAMAGES FOR SERVICE FAILURE/CANCELLATION

Service Professional fails to complete Job in accordance with Service Requester specifications, including as to particular Services requested or Job start time, and Service Requester complains
Fee of £10
Service Professional leaves Job before Estimated Work Time has elapsed
Fee of £4 per half hour not worked
Service Professional cancels or reschedules on less than 48 hours' notice but with more than 24 hours' notice
Fee of £10
Service Professional cancels or reschedules on less than 24 hours' notice but with more than 4 hours' notice
Fee of £15
Service Professional cancels or reschedules on less than 4 hours' notice
Fee of £20
Service Professional fails to appear for booked Job without notice to Service Requester and Handy
Fee of £25
Service Professional fails to arrive at a Job with supplies and Service Requester complains
Fee of £10
Service Requester cancels or reschedules between 12 hours' and 30 minutes' notice. No payment if cancellation is a result of reported failure to appear for booked Job without notice
Payment of £8
Service Professional requests payment remission ahead of standard schedule
Fee of up to £3 per request
Service Professional fails to complete Job to the satisfaction of Service Requester (as reported by Service Requester), resulting in a refund or credit to Service Requester
Fee of £15
Service Requester cancels or reschedules on less than 30 minutes' notice
Full Job Payment, up to 3 hour max
Service Professional’s inability to perform services not attributable to either party (e.g., Service Professional had difficulty opening lock with key provided, location of Job had unsafe working conditions, etc.)
Payment of £8
Damage and/or loss of a Service Requestor’s items or property
Fee of £5 based on the loss or as otherwise negotiated.
Failure to return Service Requester’s keys
Fee of £100
Off Platform Fee if Service Professional engages Service Requester to provide services outside of the Handy platform
Fee of £100
Upon joining the Handy platform, Service Professionals will be charged a fee for the processing of a background check
Fee not to exceed £40

SCHEDULE 3 - SERVICE PROFESSIONAL FAIR PROCESSING NOTICE

Handy takes the processing of your personal data seriously, and is committed to conducting our business in accordance with the data privacy and security laws of the countries in which we operate, including the General Data Protection Regulation.

This Fair Processing Notice (the Notice) describes how We Are Mop! Limited (doing business as Handy), (the Company), located at 10B Warner Street, EC1R 5HA, London, in the United Kingdom, processes your dersonal data, including the following:

  • What personal data the Company collects about you;
  • How the Company uses your personal data;
  • To whom the Company discloses your personal data
  • Any international transfers of your personal data;
  • How the Company safeguards your personal data;
  • Whether the Company engages in automated decision-making; and
  • Your rights regarding your personal data.

For purposes of this Notice:

  • Data Controller is the Company;
  • Handy Platform means the websites and mobile apps controlled by the Company and/or its affiliated companies;
  • Personal data means any information related to an identified or identifiable natural person; and
  • Processing means any operation with respect to personal data, such as collection, retrieval, access, use, disclosure, storage, or disposal of personal data.

Relationship of this Notice to other notices:

We process background check information, including information related to your criminal history, after providing with you notice of that process in the Background Check Notice and Consent: Service Professionals form and obtaining your express consent.

The Handy Privacy Policy describes how we process personal data you provide to the Handy Platform.

1. Collection, Use and Disclosure of Your Personal Data

a. Collection. The Company may collect personal data about you from the information that you submit to us, including: through the Handy Platform; from your interviews with the Company; and from Service Requesters; Such personal data includes, but is not limited to:



  • first and last name;
  • content of (SMS) text messages sent through the Handy Platform, including sending transaction information such as date/time
  • voice, image, likeness
  • telephone number
  • perferred times and locations
  • ratings/reviews from Service Requesters
  • geographic location, as described in the Service Professional Agreement (Location Coordinates)
  • call data for calls sent through the Handy Platform, including telephone numbers, recepient, and time
  • email address;
  • mother's maiden name*;
  • national insurance number*;
  • date of birth*;
  • direct deposit information** or other payment information;
  • other personal data, as described by the Handy Privacy Policy



The Company may collect the information on your national insurance card, bank statement, and passport or relevant national identification document if we scan these documents into the background check company's portal for you for the purpose of assisting you with the background check process. We promptly delete the copies of these documents after uploading and do not store this information.

Calls and (SMS) text messages



  • If you use the Handy Platform to call or text (SMS) message a Service Requester, the Company's parent corporation, Handy Technologies, Inc. (doing business as Handy), located at PO Box #1122, New York, New York 10159 in the United States (theParent Corporation) will provide you with a substitute phone number for the Service Requester that connects you initially to an Authorized Service Provider (defined below) under contract with the Parent Corporation. The Authorized Service Provider will complete the communication using a substitute telephone number for you to prevent the Service Requester from learning your real phone number. If the Service Requester initiates a communication to you using a substitute phone number provided by the Parent Corporation, this masking service will work in the same way, but in reverse.
  • During this process, the Parent Corporation and the Authorized Service Provider receive in real time and store call data, including the date and time of the call or text (SMS) message, the parties' phone numbers, and the content of the text (SMS) messages (collectively, Call/Text Information).



b. Use. The Company uses personal data, as necessary, for purposes related to reviewing your application to participate on the Handy Platform as an independent contractor service professional and to providing an online marketplace for cleaning and other domestic services. These purposes include, but are not limited to, the following:

  • To determine whether to invite you to participate as an independent contractor service professional on the Handy Platform
  • To conduct background checks
  • To verify eligibility to work in the United Kingdom
  • To advertise your products and services and/or Handy by using your voice, image, likeness, name and ratings/reviews from Service Requesters
  • To protect Service Requesters, their property, and people at service locations
  • To process payments to you for services you provided through the Handy Platform
  • To verify identity
  • To schedule, reschedule, and cancel services you provide through the Handy Platform
  • To communicate with you about the services you provide through the Handy Platform
  • To send you marketing materials in accordance with applicable law
  • To evaluate whether to retain you on the Handy Platform, by, for example, processing your ratings from Service Requesters, assessing complaints about you, and determining whether you perform scheduled work
  • Other purposes, as described in the Handy Privacy Policy



Location Coordinates and Call/Text Information: The Company and the Parent Corporation use Location Coordinates and Call/Text Information to resolve service complaints and disputes between you and Service Requesters and in the course of litigation. The Company also may use your personal data to facilitate administrative functions and information technology operations, including, but not limited to, the management and operation of information technology and communications systems, risk management and insurance functions, budgeting, financial management and reporting, strategic planning, and the maintenance of licenses, permits and authorizations applicable to the Company’s business operations.

Legal Bases for Processing. These uses are necessary for the Company to fulfill its obligations under the Service Professional Agreement with you, such as to facilitate payments to you for services provided through the Handy Platform and to determine whether you arrived at the service location; are required to fulfill the Company’s legal obligations, such as to verify eligibility to work in the United Kingdom; or are necessary for the Company to pursue its legitimate interests, such as sending you marketing information or to advertise Company’s services by using your name, image, and likeness. Please note that you are required to provide some personal data to enter into the Service Professional Agreement, such as first and last name, mother’s maiden name, date of birth, and national insurance number for purposes of a background check, and to perform your obligations under the Service Professional Agreement, such as your telephone number, Call/Text Information, and Location Coordinates. If you do not provide this personal data, you cannot participate on the Handy Platform.

Disclosures.
Authorized Third Parties include third-party service providers under written contract with the Company and acting under the Company's direction and instructions, such as accountants, auditors, attorneys, administrative service providers, and service providers described on the Handy Privacy Policyand any other entity providing services to the Company. Due to business requirements or contractual or statutory obligations, the Company may need to disclose your personal data to Authorized Third Parties for the purposes described above.

Onward Transfer for Marketing Purposes. The Company may disclose your personal data to third parties that use personal data for their marketing purposes as described in the Handy Privacy Policy.
The Company also discloses your personal data to the third parties described in the Handy Privacy Policy.

2. International Transfers of Personal Data

Because the Company is part of a global multinational corporation, your personal data will be transferred to, and accessed by, the Parent Corporation in the United States). The Parent Corporation has applied to the EU-U.S. Privacy Shield and Swiss-U.S. Privacy Shield Frameworks to ensure an adequate level of protection for your personal data. The Parent Corporation will use your personal data for the purposes described above.

The Company and the Parent Corporation will transfer your personal data to Authorized Third Parties, located in the United Kingdom and the United States, for the purposes described above.

Before transferring your personal data from the United Kingdom to any Authorized Third Party located outside the European Union and the United Kingdom (together, the EU), the Company or the Parent Corporation will either (a) execute Standard Contractual Clauses, approved by the European Commission, to ensure an adequate level of protection for the transfer of your personal data to those entities outside the EU, or (b) confirm that the Authorized Third Party has certified to the EU-U.S. Privacy Shield Framework.

3. Security Measures for, and Retention of, Personal Data

The Company has implemented reasonable and appropriate administrative, physical, and technical safeguards for your personal data. For example, your personal data will be stored on a secure server when in electronic form and in physically secure areas when in paper form. Technical and physical controls restrict access to your personal data to employees of the Company with a need to know. While Handy has taken reasonable steps to safeguard your personal data, Handy cannot guarantee the security of your personal data, and you provide Personal Data to Handy at your own risk.

4. Automated Decision-Making

Neither the Company nor the Parent Corporation use your personal data for automated decision-making that produces legal effects or similarly significantly affects you.

5. Your Rights With Respect to Your Personal Data

Rights of Access/Correction/Deletion. You have the right to access your personal data and to request that the Company update, correct or delete (the “right to be forgotten”) your personal data as provided by applicable law. Your right to access your personal data includes your right to receive a copy of all, or a portion, of your personal data in the Company’s possession as long as the Company’s providing your personal data would not adversely affect the rights and freedoms of others.

Rights of Restriction/Portability. You also have the right to restrict the Company’s processing of your personal data and to data portability as provided by applicable law. Subject to certain limitations, the right to data portability allows you to obtain from the Company, or to ask the Company to send to a third party, a copy of your personal data in electronic form that you provided to the Company in connection with the performance of the Service Professional Agreement or with your consent.

Right To Object. You have the right to object to the processing of your personal data based solely on your consent or the Company’s or the Parent Corporation’s legitimate interests. If you do object in these circumstances, the processing of your personal data will be stopped unless there is an overriding, compelling reason to continue the processing or the processing is necessary to establish, pursue or defend legal claims.

Exercising Your Rights. You can exercise these rights by submitting an email to privacy@handy.com. The Company will respond to such requests in accordance with applicable data protection law. If you believe that your personal data has been processed in violation of applicable data protection law, you have the right to lodge a complaint with the data protection authority where you live, where you work, or where you believe the violation occurred.

Withdrawal of Consent. If the Company requests your consent to process your personal data and you do consent, you may use the contact information above to withdraw your consent. Any withdrawal shall not affect the lawfulness of processing based on consent before its withdrawal, and the Company will continue to retain the information that you provided us before you withdrew your consent for as long as allowed or required by applicable law.

Last updated: 26 October 2018