TERMS OF USE - TROOPR.WORKS (For Clients)
Unitroop Technologies Private Limited ( a company incorporated under Companies Act, 2013 with its registered address at Unit no 10, Sahar Cargo Estate, Chakal Mumbai - 400099) and it affiliates trading as Troopr (“Troopr” or “us” or “we” or “our”) operates an online platform enabling its clients to obtain and manage temporary workers through the Troopr Platform made available on or through www.troopr.works and/or the Troopr Application (collectively the “Platform”)
These terms and conditions as laid down herewith in this document ( “Terms of Use” or “Terms” ) made for Troopr Clients governs the use of services made available through the Platform by such Clients and include our privacy policy, available at www.troopr.works/privacy-policy ( “Privacy Policy”), and any guidelines, additional or supplemental terms, policies and disclaimers made available or issued by Troopr from time to time ( “Supplemental terms” ). The privacy policy and supplemental terms form an internal and integral part of Terms of Use. In the event of a conflict between these Terms and Supplemental Terms with respect to applicable services, Supplemental Terms will prevail.
These terms constitute a binding and enforceable legal contract between Troopr and you, a user of the services or any legal entity that books the services of a Service Professional through the Platform (“you” or “Employer” or” Client” or “Customer”). Troopr and you are hereinafter collectively referred to as the “Parties” and severally as the “Party”
1. Services
1.1 – Provision of Services
• The services as enabled through the Platform allows you to schedule and arrange services of an independent third party service provider who has successfully registered with Troopr and has represented that he/she has the required knowledge and expertise to perform different blue collar jobs or such other services ranging in four different industries specifically _Hospitality, Business Support, Logistics & Events & Promotion______ or such other industries which Troopr may deem fit by adding or removing any industry specific services from time to time performed by such independent service provider ( Hereinafter referred to as "Service Professional” ) these Service Professionals are pre-screened and verified by Troopr as per it’s own internal practices to provide quality staff to its Customers (collectively the “Services”)
• As a part of these Services, Troopr for a Service fee (as is payable by you) Facilitates the transfer of payments to Service Professionals for the services they render to you and collect payments on behalf of such Service Professionals from you.
• Please note that the Services of this Platform are intended for use only within India and are subject to the acceptance of a task/job by a Service Professional basis the Job Brief as provided by you. The Job brief is required to specify in detail all tasks to be undertaken by the Service Professional even though the same may seem ancillary to the required task/job including the required time period to perform said services (“Job Brief”) along with appropriate address of the location where such services are to be provided by the Service Professional (i.e., the “Work Site”). Parties agree that the Service Professional are only required to provide the services as specified in the Job Brief and any other services required to be undertaken by the Service Professional beyond the Job Brief shall be governed by the provisions regarding the same as laid down herewith in these Terms.
1.2 - Non - Exclusive appointment & Relationship
• The appointment of Troopr by you is non-exclusive and does not purport to restrict Troopr’s right to provide any services to any other entity by itself or through anyone else. You agree that Troopr is merely facilitating/enabling you to find a desired Service Professional for your specific requirements and that such Service Professional for purposes pertaining to applicable law does not become an agent of Troopr and nor can Troopr be considered a Principal in that regard. These Terms are not intended by the Parties to constitute or create a joint venture, pooling arrangement, partnership, agency or formal business organization of any kind. The Parties shall be independent contractors with each other for all purposes at all times, and neither Party shall act as or hold itself out as an agent for the other except as maybe required by Troopr to provide said Services to you, nor shall either Party create or attempt to create liabilities for the other Party. Further, each Party shall be solely responsible for acts and activities of its employees /personnel /agents (including disciplinary action therefor) while they are engaged by it in the course of / relating to offering the respective Services mentioned herewith.
1.3 - No guarantee of being able to supply a Service Professional or Quality of Service
• Troopr does not guarantee that it has a suitable or available Service Professional for any given Job Brief posted by the Client on Troopr’s Platform. Troopr shall basis its internal practices pre-screen such Service Professional and allow such registered Service Professional to have access to the Job Brief posted by you so as to apply for such job/task for such Service Fee as may be offered through the posting on the Platform by you.
• The Client accepts the risk that a Service professional who has accepted a job under a Job Brief may withdraw from the shift at any time and for any reason. Troopr will use reasonable endeavour as per its internal practices to assist the Client in getting a replacement of Service Professional(s) when it is reasonably practicable to do so, but the Client acknowledges that Troopr cannot guarantee that it will have suitable and available Service Professionals to fulfil the Job Brief. Parties further agree that Troopr shall not be liable for any Loss suffered by the Client or any other party associated thereof including any third-parties associated with the Client who suffer any loss as a consequence of such withdrawal by the Service Professional or otherwise and further agrees to indemnify, defend and hold harmless Troopr, it’s directors, officers, personnel, agents, representatives or independent contractors against all actions brought against Troopr in this regard. Client further agrees that Troopr uses reasonable practices at its discretion to provide quality Service Professional to the Client but in turn provides no guarantee that the said Service Professional shall perform services at such quality for the Client in a manner acceptable to the Client except as maybe Specified and reasonably deemed to be an implied service by Troopr at its discretion.
2.0 - Account creation
• All Employers who want to avail the services of a Service Professional need to create an account to avail the services and go through the required registration process. You consent to furnish certain details Similar to details as required in a standard KYC process followed by various financial institution to verify your authenticity to enable Troopr to provide you the services in compliance with the applicable Digital Personal Data Protection Act 2013 such data includes but Is not limited to your name, photograph, address, phone number, PAN details, Aadhaar details and other proprietary details like your CIN, GST and such other details as maybe required from time to time by Troopr. You consent to the storage and usage of such data as mentioned herewith by Troopr. After this once verified by Troopr as a suitable Employer and at, an account Is created.
• You warrant that all information furnished by You or any authorised person on your behalf in connection with your account is and shall remain accurate and true. You agree to promptly update your details on the Platform in the event of any change to or modification of this information.
• You are solely responsible for maintaining the security and confidentiality of your account and agree to immediately notify us of any disclosure or unauthorised use of your account or any other breach of security with respect to your account.
• You are liable and accountable for all the activities that take place through your account, including activities performed by persons other than you. Troopr shall not be liable for any unauthorised access to your account and any loss you may incur because of the same.
• You agree to the use of your personal data by us to receive communication from us regarding (i) request for payments, (ii) information about us and the services, (iii) promotional offers and services from us and our third-party partners, and (iv) any other matter in relation to the services.
3.0 -User Content
• Our platform may contain interactive features or services that allows users who have created an account with us to post Job Briefs and such other details including interactive quizzes and questions which may require a Service Professional to provide certain inputs subject to such content being allowed to be posted by Troopr at its discretion and subject to such control as required by applicable law.
• As part of the effective provision of the services and quality control purposes, we may request reviews from you about Service Professionals and you agree and acknowledge that Service Professional may provide review about you to us and for purposes as mentioned herewith use your personal data as required. You must not knowingly provide false, inaccurate or misleading information in respect to the reviews provided by you for such Services undertaken by the Service Professional Reviews will be used by us for quality control purposes and to determine whether customers and service professionals are appropriate users of the platform. If we determine at our sole discretion that you are not an appropriate user, we reserve the right to cancel your account and remove you from our platform.
• You grant us non - exclusive, worldwide, perpetual, irrevocable, transferable, sub licensable, and royalty free license to (i) use, publish, display, store, host, transfer, process, communicate, distribute, make available, modify, adapt, translate and create derivative works of, the user content, for the functioning of, and in connection with, the services and (ii) use user content for the limited purposes of advertising, selling and promoting the services as provided by Troopr and its affiliates and such other legal persons associates with Troopr at its discretion, or furnishing evidence before a court or authority of competent jurisdiction under applicable laws. (iii) use your data including personal data to the extent required to provide Services to all its clients effectively.
• In connection with these terms and license granted under this clause, you hereby waive any claims arising out of any moral rights or other similar rights relating to the user content.
• You agree and acknowledge that Troopr may, without notice to you, remove or otherwise restrict access to user content that, in its sole discretion violates these Terms.
4.0 - Consent to use data
• You agree that we may, in accordance with our privacy policy, collect and use your personal data. The Privacy Policy is available on our website and it explains the categories of personal data that we may collect or otherwise process about you and the manner in which we process such data.
• In addition to any consent, you may provide pursuant to the Privacy Policy, you hereby consent to us sharing your information with our affiliates or third-party service providers and such other legal person as Troopr may deem fit. We may use information and data pertaining to the use of the services for provision of the services, analytics, trend identification, and purposes of statistics to further enhance the effectiveness and efficiency of our services, and provision of beneficial schemes, new offers, and for experience enhancement and for such other purposes as Troopr may deem fit.
• Subject to applicable laws, governing Personal Data like the Digital Data Protection Act 2023 and any other applicable law for the time being and which may be amended from time to time, we may be directed by law enforcement agencies or the government and related bodies to disclose data in relation to you in connection with criminal or civil proceedings. You understand and agree that in such instances we shall have the right to share such data with relevant agencies or bodies and the same shall not be considered a violation of these Terms.
5.0 - Customer conduct
• Troopr prohibits discrimination against any Service Professionals, including on the basis of race, religion, caste, national origin, disability, sexual orientation, marital status, gender identity, age, or any other characteristics that may be protected under applicable law.
• At Troopr, we take great pride in connecting entities with highly skilled Service Professionals to perform a wide range of tasks in various industries, including but not limited to Hospitality, Business Support, Logistics, Events, and Promotion. It is essential that we maintain a respectful and safe environment for all parties involved. To ensure this, we request that you treat all Service Professionals with the utmost courtesy and respect while providing them with a safe, clean, and appropriate location to perform their services.
• Whether you're hiring a bartender for a bar or seeking personnel for hotel services, or if you're engaging Service Professionals for administrative tasks or other business support services, it's essential to provide them with a clean and organized workspace. Respectful communication and cooperation are equally vital. It is crucial to ensure that the work environment is safe and conducive. This includes providing well-maintained bars, kitchens, and dining areas, as well as adhering to health and safety standards. For further instance when hiring individuals for tasks related to logistics, such as delivery drivers or warehouse workers, ensure that they have the necessary equipment and a safe environment to carry out their duties. This includes maintaining vehicles and storage facilities or whether it's an event planner, promotional staff, or performers, it's vital to create an atmosphere where Service Professionals can execute their roles effectively. This includes ensuring proper staging, security, and adherence to event-specific safety guidelines. The instances as specified are not absolute and should be considered from case to case basis while prioritizing the spirit of the provision which is to ensure a safe, clean, friendly, respective and co-operative environment for the Service Professional. It is your responsibility to prioritize safety in the workplace. This includes conducting safety assessments, implementing safety protocols, and providing necessary safety equipment and training if applicable. This applies to industries where the risk of accidents and injuries is high. Maintain a clean and hygienic environment with Proper sanitation, handling, and cleanliness. Ensure that the location provided is suitable for the task at hand. For instance, in a hospitality setting, the bar area should be equipped with the necessary tools and materials for a bartender to perform their job efficiently.
• We understand that different industries may have specific legal requirements and regulations related to safety and workplace conditions. As the entity contracting Service Professionals through Troopr, it is your responsibility to comply with all relevant laws and regulations applicable to your Industry. This includes but is not limited to labour laws, health and safety regulations, and industry-specific standards, maintaining required licenses and Insurances as maybe applicable.
• You agree that you (the customer) will be liable for discriminating against Service Professionals or for any failure, intentional or otherwise. Additionally, you will also disclose any and all information that may have a bearing on the ability of the Service Professionals to perform service or impact the Service Professionals health, safety or well-being. At Troopr, we are committed to fostering a professional and respectful environment for both Service Professionals and entities using our platform. A fundamental aspect of this commitment is the right granted to Service Professionals to refuse to perform their services under certain circumstances. This right is rooted in the principle that all individuals should work in safe, clean, and appropriate conditions. When entities hire Service Professionals, they assume the responsibility of ensuring that the work environment meets reasonable standards as specified herewith, the expectation of respectful behaviour from entities towards Service Professionals is Critical. We make it explicit that discourteous, disrespectful, abusive, or otherwise inappropriate conduct is not tolerated. This guideline establishes a clear standard for professional conduct within our platform and aims to maintain the dignity and well-being of Service Professionals. To enforce these expectations, Troopr reserves the right to take appropriate action in cases of disrespectful or abusive behaviour. This may involve withholding access to our services and application and such other remedies as maybe available subject to applicable law.
• Ultimately, this policy is designed to create a win-win situation. Respectful behaviour and a safe work environment are not only ethical imperatives but also practical ones. They benefit everyone involved in the Troopr platform by enhancing productivity, trust, and the overall quality of service. This provision, therefore, serves as a cornerstone of our terms and conditions, emphasizing our dedication to professionalism and well-being within our community.
• In compliance with Troopr's terms and conditions, Client is mandated to promptly report any incidents involving Service Professionals' conduct that is deemed discourteous, disrespectful, abusive, inappropriate, or in violation of the law. These reports must be submitted to [email protected] within a strict timeframe of 48 hours from the time of occurrence. This reporting mechanism is integral to the enforcement of professional conduct standards and the adherence to legal regulations within the Troopr platform.
• It is expressly understood and agreed upon that Troopr assumes no direct responsibility for the actions, omissions, or conduct of Service Professionals. Troopr functions as a platform facilitating the connection between entities and Service Professionals, without possessing direct oversight or control over the behaviour of these Service Professionals. Therefore, the accountability for the actions and conduct of Service Professionals lies solely with the individuals engaged in providing their services through the Platform.
• Furthermore, you as a client contracting Service Professionals through Troopr Platform are expressly required to indemnify Troopr. Indemnification signifies the obligation of Client to provide compensation or legal defence to Troopr in the event that a third party initiates legal action against Troopr based on the actions or conduct of a Service Professional. This indemnification clause serves to underscore the Client’s obligation to take full responsibility for the professionals they engage through the Troopr platform.
• Clients are granted the prerogative to initiate legal action against a Service Professional with reasonable assistance from Troopr if a Service Professional's actions lead to grave consequences. Troopr is committed to providing support within reasonable bounds to entities in pursuing legal remedies against Service Professionals in such instances.
• It is imperative to note that no legal action, claim, or liability can be brought against Troopr as a result of the actions or omissions of a Service Professional. Troopr explicitly disclaims any direct legal liability or accountability for the actions or omissions of individual Service Professionals and functions solely as an intermediary platform facilitating connections between clients and Service Professionals. Therefore, legal actions must be exclusively directed toward the responsible Service Professional, with Troopr explicitly exempted from any such claims or liability.
6.0 - Third Party Services
• To enable provision of services or otherwise the platform may include services, content, documents and information owned by, licensed to, or otherwise made available by, a third party (“Third Party Services”) and contains link to Third party services. You understand and acknowledge that third party services are the sole responsibility of the third party that created or provided it and Troopr makes no representations and excludes all warranties and liabilities arising out of or pertaining to such Third-Party Services, including their accuracy and completeness. Should you avail a Third-Party Services, you shall be governed and bound by the terms and conditions and privacy policy of such Third-Party Services. No legal action, claim, or liability can be brought against Troopr as a result of the actions or omissions of a Third Party. Troopr explicitly disclaims any direct legal liability or accountability for the actions or omissions of a Third Party.
7.0 – SMART HIRE & SOLICITATION
The Client acknowledges that, from time to time, the employment status of a Service Professional might change due to statutory provisions, legal compliance, and other reasons including but not limited to, casual conversion i.e., to enable a Client to onboard a Service Professional on its payroll after consent from Troopr and subject to applicable Smart Hire fee. Troopr will notify the Client if it identifies any Service Professional(s) engaged by the Client as subject to such possible change of employment status. with regards to casual conversion if the Client decides to continue to engage the identified Service Professional(s) in any Job Briefs, the Client agrees that it will pay the applicable Smart-Hire Fee for such Service Professional. Troopr may withdraw one or more of the identified Service Professional from continuing to perform services for the Client at its sole discretion in case the Parties cannot reach to terms in that regard. All interactions between a Client and a Service Professional initiated through Troopr must be arranged through the Platform. If a Client wishes to directly employ a Service Professional, it may do so after consent is received from Troopr in reply to this intention in writing. In such cases, unless otherwise agreed by the Parties, the Client must pay Troopr the Base Fee, as set out in the table below, for each Service Professional it employs. If the Client employs a Service Professional directly but does not advise Troopr of this in writing prior to the first day of that employment arrangement commencing, the Client must pay Troopr at Troopr’s discretion, the Breach Fee instead of the Base Fee, as set out in the table below, for each Service Professional it employs. The applicable Base Fee or Breach Fee (as the case may be) must be paid to Troopr in full within 15 days after Troopr issues a tax invoice to the Client for such fee, or as otherwise agreed by the Parties in writing.
Non-Solicitation Obligation: Client acknowledges and agrees that the Service Professionals available through Troopr are valuable assets to Troopr and that their solicitation or engagement by the Client outside the Troopr Platform could result in substantial harm to Troopr's business interests. During the term of the engagement and for a period of 3 years after the the Client last engaged a Service Professional engaged through Troopr (the "Non-Solicitation Period"), the Client shall not, directly or indirectly, solicit, entice, hire, engage, or otherwise contract with any Service Professional, or any entity controlled or influenced by such Service Professional, without the prior written consent of Troopr. The Client further agrees not to encourage or induce any Service Professional to breach their contract with Troopr or to engage in any activities that would result in their termination from Troopr's platform. In the event that the Client breaches the Non-Solicitation Obligation during the Non-Solicitation Period, the Client shall be liable to Troopr for damages and penalties along with applicable Breach Fee. This Breach Fee is not an exclusive remedy, and Troopr reserves the right to pursue other legal remedies or damages in the event of such breach.
|
BASE FEE |
BREACH FEE |
|||
|
INDUSTRY |
UPTO 500 HRS OF WORK |
501 HRS - 1000 HRS |
MORE THAN 1000 HRS |
|
|
HOSPITALITY |
RS 40000/- |
RS 20000/- |
FREE |
RS 80000/- |
|
LOGISTICS |
RS 30000/- |
RS 15000/- |
FREE |
RS 60000/- |
|
EVENTS & PROMOTION |
RS 40000/- |
RS 20000/- |
FREE |
RS 80000/- |
|
BUSINESS SUPPORT |
RS 50000/- |
RS 25000/- |
FREE |
RS 100000/- |
8.0 - Standard of Behaviour for Service Professionals
Troopr will take reasonable steps to require its Service professionals to:
a. comply with the Client’s relevant policies and procedures relating to occupational health and safety which have been provided to Troopr in writing not less than 5 Business days prior to the commencement of Work by the Service professionals(s) at the Work Site;
b. comply with lawful and reasonable directions of the Client and its Representatives;
c. keep the Client’s Confidential Information confidential;
d. wear such clothing (including personal protective clothing) provided by Client, and use such equipment while at the Client’s facility as is reasonably appropriate or otherwise reasonably required by the Client;
e. comply with any conditions of entry or other site-specific requirements as notified by Troopr and/or the Client from time to time; and not use any property of the Client for any purpose other than to perform the Work required by the Client and will return any such property of the Client used in the provision of the Work to the Client.
f. Maintain professional behaviour and demeanour while ensuring punctuality and ethical practices.
8.1 - Other Obligation of Troopr in respect to Service professionals
• Troopr will take reasonable steps to verify that the Service Professionals hold the relevant qualifications or certifications as specified by in the Troopr Platform, but does not warrant the Service Professional’s ability to carry out any specific tasks by holding such documentation nor does it warrant that all information provided by the Service Professional with regards to its credentials are true and accurate. It is the responsibility of the Client to ensure that the work requested in the Job Brief is performed with due consideration and assessment of the skill level, competence and experience of the Service Professional. The Service Professionals are under the Client’s supervision, direction and instruction, Troopr makes no representation or guarantees that any of its Service Professional will achieve a certain level of performance, achieve a certain outcome, solve a particular problem, or attain a specific goal or provide services that match the Clients expectation.
9.0 - Obligations of the Client towards Troopr and Service Professional
9.1 - General Obligations:
Apart from the obligations as specified above or otherwise in these Terms the Client must:
a. Provide Troopr with full and accurate information about the requirements relevant to the Job Brief, and all other information and assistance reasonably necessary to enable Troopr to provide Services and Service Professionals to perform their work;
b. Not allocate tasks or responsibilities to the Service Professional or require the service professional to perform or participate in work other than in accordance with the relevant Job Brief;
c. Immediately advise Troopr in writing once it is aware that the work, role, responsibilities or work conditions the Client sets for a Service Professional at the time when the Work is being performed do not match the role classification that the Client selected when creating the Job Brief;
d. Not on-hire, second, or lend the Service Professional in breach of the provisions set forth in clause 7 of these Terms to any other person or organisation without Troopr’s express written consent;
e. Report to Troopr any adverse conduct or performance issues that arise in relation to the Service Professional; and
f. Not, without Troopr’s consent and applicable Overtime Fee as specified herewith, require the Service Professional to perform any work beyond the skill level and classification or description pertaining to the Work or of a type different to that which Troopr agrees Service Professionals are to perform.
9.2 - Documents and Information to be provided:
The Client agrees to:
a. Provide Troopr (if required and/or requested) with copies of all its induction, training and work procedures prior to any Service Professional commencing Work;
b. Establish, maintain and provide Troopr with copies of policies and procedures if any; and
c. Keep Troopr fully informed about all aspects of the Client’s use of the Services by Troopr, including providing, in a timely manner, any information which Troopr may require in order to meet any requirements.
9.3 - Other Obligations on occupational, health and safety.
The Client will:
a. Allow Troopr, its agents, and employees to access the Work Site to enable Troopr (i) to assess the safety of the Work Site (ii) to conduct any inquiries following an incident; and (iii) to provide Services and Service Professionals to perform the Work.
b. Ensure the health and safety of Service Professionals at all times whilst they are under the Client’s management and control and/ or working at a Work Site;
c. Inform the Service Professional and Troopr promptly of any unusual workplace risk or practice or of any change in site or safety conditions that may present hazard to our Service Professionals;
d. Promptly notify Troopr of any event or circumstances (including any injury or illness) that may give rise to a claim that relates to the Service Professional (or the Work they perform)
e. Not to request Service Professionals to perform or participate in any work or use any equipment with which the Service Professionals are unfamiliar or in respect of which they are unqualified or have not received adequate training;
f. Adequately supervise, instruct and direct the Service Professionals properly at all times whilst they are at the Work Site or during performance of Work;
g. Provide induction (including site and safety induction), training, skill assessment of Service Professionals and safety consumables to them as appropriate and reasonably necessary for the Work to be performed, at the Client’s costs;
h. Make all reasonable adjustments that may be required by any applicable anti-discrimination laws; and Consult, co-operate and co-ordinate activities, in good faith, with Troopr and any other person who has a duty in relation to the work health and safety or welfare of the Service Professionals in accordance with the requirements of the applicable Work Health & Safety Laws or any other law relating to health and safety in the workplace, including those of any relevant work health & safety code of practice or interpretative guideline that is promulgated under legislative authority and, so far as they may be applicable.
9.4 - Termination
If it reasonably appears to Troopr or the Service Professional that the Work Site is or has become unsafe for any reason, (including if the Client has not established safe work procedures, not complying with safety standards, not maintaining plant and equipment, or not complying with any health and safety legislation or regulations), Troopr may (i) suspend the Services and supply of Service Professionals to the Work Site and for the Client; and / or (ii) terminate the registration of such Client immediately if Troopr at its discretion considers it necessary. The termination or expiration of this Agreement does not affect accrued rights or remedies, including but not limited to each Party retaining its rights in respect of any breach by the other Party and the Client must pay Troopr for any Services provided by the Service Professional. For the avoidance of doubt such obligation to pay all Invoices with regards to the Services Provided by the Service Professional shall survive the expiration or termination of this arrangement until such time as all amounts owed to Troopr by the Client have been paid in full. Client may terminate this arrangement with any reason by providing a 30 day’s notice post which the Clients access to the virtual account on the Platform shall stand terminated and Client shall not be able access the same. Unless otherwise agreed in writing between the parties, all Services and / or Work requested under the existing or outstanding Job Briefs that have not been performed will be deemed to have been cancelled on the effective termination or expiration date of this arrangement. if after the effective date of the termination or the expiration of the arrangement, there remains any Services and / or Work under any existing or outstanding Job Briefs that have not been performed and the Parties agree to continue with the Services and / or Works of the Job Briefs, this arrangement will continue to apply in respect of those existing and outstanding Job Briefs until the obligations under the Job Brief have been performed by both Parties.
9.5 - No duty to review
A. Troopr does not assume or owe any duty of care to the Client to review any documentation by the Client, or any other documentation for errors, omissions or compliance with any laws or this Agreement. No review, comment, changes requested, approval, or failure to review by Unitroop Technologies Private Limited of that documentation referred to herewith will relieve the Client from, or alter or affect, the Client’s liabilities or responsibilities whether under this arrangement or otherwise according to law; or prejudice Troopr’s rights and remedies against the Client whether under this Agreement or otherwise according to law.
9.6 - Authorised Users
It is the Client’s sole responsibility to keep and maintain an accurate list of its current authorised users of the Platform. The Client agrees that the Client is responsible for any requests made (including Job Brief submitted) and all actions by its authorised users, including payment of any associated rates, costs or liabilities related to such request or action, regardless of whether or not the request or action was actually authorised by the Client.
10 - Cancellation Policy
10 .1 - Cancellation by Client
The Client may (i) cancel a Job Brief or any part of it, or (ii) make any amendment to the Job Brief which causes the shift of one or more service professionals(s) to be cancelled, without any liability at any time, provided that such cancellation or amendment is done using the Platform 6 (six) hours prior to the expected commencement time of the affected shift(s) by the Client under the Job Brief (“Acceptable Cancellation Period “) after the Acceptable Cancellation Period Troopr may, at its discretion, charge the Client the applicable Rates as provided in the table below Job Brief including Troopr’s service fee, if the cancellation or amendment is done by the Client after the Acceptable Cancellation Period.
Example: If 5 service professional(s) are scheduled to attend work from 12 pm to 5 pm, and the Client intends to cancel the shifts of 4 service professional(s), such cancellation must be submitted through the Platform before 6 am on the same day (6 hours prior notice). If the cancellation is done after 6 am i.e, after the Acceptable Cancellation Period Troopr may charge the Service Fee as per the table below (even though such services were not provided by such Service Professional)
|
Time Below Acceptable Cancellation Period |
Cancellation Fee charged by Troopr to its Customers |
|
6 to 4 Hours before Shift/Work Commencement Time |
25% of the total job posting amount for the day or the shift as the case maybe. |
|
4 to 2 Hours before Shift/Work Commencement Time |
40% of the total job posting amount for the day or the shift as the case maybe. |
|
2 to 0 Hours before Shift/Work Commencement Time |
55% of the total job posting amount for the day or the shift as the case maybe. |
Parties agree that any costs and expenses that a Service Professional may have specifically incurred due to Cancellation as per terms of this clause 10.1 shall be due and payable by the Client at actuals and such amount maybe adjusted by Troopr from the Client’s available Troopr Credits and shall invoice the Client for any balance amount in that regard at Troopr’s discretion.
10.2 - Cancellation by Troopr or Service Professional
Parties acknowledge that in case of Cancellation of shift/work by the Service Professional or Troopr, the amount that may have otherwise been charged/blocked from the Troopr Credits or may have otherwise been charged to the Client for the said shift/work shall be unblocked/reversed within a period of 72 hours in full.
Troopr reserves the right to update the cancellation policy as laid down under 10.1 & 10.2 of these Terms. Any changes will be communicated to Clients through our Platform or via email.
11 - PAYMENT
11.1 - RATE
A. Unless otherwise agreed in writing between the parties, the Client will pay Troopr the equivalent of the sum comprising the total gross wage costs paid to the Service Professionals for the said job/shift/work before tax deductions, but not limited to overtime and penalty rates, and employee entitlements (if any) (“Service Fee”).
B. Troopr charges a standard 15% processing fee on each job/work/shift completed by our service professionals against the value of the Service Fee i.e. the Fee as payable to the Service Professional.
C. The Client will be shown an estimated price meter for each job role applicable to the Job Brief after it has filled out the relevant information of a Job Brief (but prior to posting the Job Brief via the Platform for processing). The Client may request for further information from Troopr regarding the estimated Rate (including its breakdown or calculation) by contacting Unitroop Technologies Private Limited on [email protected] and choose not to proceed with the posting of the Job Brief if it does not agree with the price meter. The Client accepts that the price meter is an approximation based on industry standards and the information provided by the Client at the time when the Job Brief is filled out and/ or posted. The actual Rate payable by the Client will be the rate posted/offered by the Client and applied/accepted by the Service Professional after which responses to the Clients postings in form of an application would allow the Client to select from the list of Service Professional who applied on the posting/offer, further to which Client provides a confirmation message for the same, which will take the client to the checkout page or as the process maybe at such time.
D. Troopr would require the Client to buy Troopr Credits which are tokens that can be purchased and stored in the virtual wallet i.e, the Troopr Wallet associated with the Clients virtual account as created on the Platform (“Troopr Credits”) Client is required to buy Troopr Credits equivalent to the value of the Offer made by the Client for the said shift/work/job. We take payments in advance through our onboarded third party payment aggregator. Parties acknowledge that Client is required to be in compliance with applicable RBI regulations while making said payments. We take advance payment in exchange of Troopr Credits on the Platform. We block the required Troopr Credits against the value of the Offer made by the Client and an invoice is raised only when the job/shift/work is completed, hence Troopr Credit gets deducted from Client’s account and gets credited to Service Professionals account only after the job/work/shift is completed.
E. If any overtime, it will be calculated after the timesheet as per the terms herewith is submitted and verified, Client may be liable to pay for the overtime if any extra work is done based on mutual agreement between the Client and the Service Professional standard applicable rate shall be 1.5x per hour or the said shift/work/job or as may have been agreed between the Client and Troopr. Any Invoice for overtime work shall be settled within 7 working days if the same cannot be adjusted from the Troopr Credits and 18 % interest per annum shall be charged at a daily rate if the invoice is not settled within the given time frame.
F. For the avoidance of doubt, the Rate does not include any additional checks or verifications of Service Professional not stated in the Platform and any additional requirements shall be payable at the rate mutually agreed between the Parties.
11.2 - Variation of Rate
A. The Client acknowledges that the Service Fee and on-costs components referred to in Clause 11.1. (a), (b) and (c) are subject to change from to time as a result of, amongst other things, changes to on-costs imposed by third parties (including statutory on-costs), Award provisions and market dynamics. The Client agrees that such changes shall become effective and apply to the Rate from the date the changes come into force at Troopr. With respect to any existing or outstanding Job Brief that have already been accepted by both Parties, Troopr will use its best endeavours to notify the Client of any such expected changes with reasonable notice. The Client agrees to pay Unitroop Technologies Private Limited the increased Rate from the applicable effective date, including any proportional change to the amount of Service Fee as a result of such changes.
B. If the Client does not agree with the variation of Rate and the Parties cannot reach an agreement in that regard, the Parties may cancel any existing or outstanding Job Brief in accordance with the Cancellation Policy and or/terminate this arrangement in accordance with Termination provisions as provided under this Terms.
11.3 - Payment related Information
A. To the extent permitted by applicable law and subject to the Privacy Policy, you acknowledge and agree that the Troopr may use certain third-party vendors and service providers, including payment gateways, to process payments and manage payment card information. Troopr may reasonably ensure such third-party vendors and service providers possess necessary licenses from the appropriate authority like the Reserve Bank of India (RBI)
B. In order to avail the Services, you undertake to use and provide valid bank details or other details required for facilitating payment towards the Services (“Payment Details”). By providing the Payment Details, you represent, warrant, and covenant that: (a) You are legally authorised to provide such Payment Details; (b) You are legally authorised to perform payments using such Payment Details; and(c) such action does not violate the terms and conditions applicable to Your use of such Payment Details or applicable law. You may add, delete, and edit the Payment Details You have provided from time to time through the Platform.
C. Except to the extent otherwise required by applicable law, Troopr is not liable for any payments authorized through the Platform using Your Payment Details. Particularly, Troopr is not liable for any payments that do not complete because: (a) Your bank account or any other payment did not contain sufficient funds to complete the transaction; (b) You have not provided the Company with correct Payment Details; (c) Your payment card has expired; or (d) circumstances beyond Troopr’s reasonable control (such as, but not limited to, third party failure, power outages, interruptions of cellular service, or any other interferences from an outside force) which prevent the execution of the transaction.
D. Parties acknowledge that Troopr shall not be responsible for any unauthorised transactions conducted on the Platform using the Clients Payment Details. Troopr shall not be obligated to refund any money to the Client in such instances.
E. The payment facility provided by Troopr is neither a banking nor a financial service but is merely a facility providing an electronic, automated online electronic payment system, and receiving payment on delivery for the transactions on the Platform using the existing authorized banking infrastructure and card payment gateway networks, as may be applicable. For some payment methods, your issuer may charge you certain fees, such as transaction fees or other fees, relating to the processing of your transaction.
11.4 - Troopr Credits
A. Troopr may, in its sole discretion offer promotional codes that can be redeemed for credits, other features or benefits related to the services, subject to any additional terms that may apply on a promotional code or on Troopr Credits.
B. You agree that (i) you shall use Troopr Credits in a lawful manner, and only for the purposes specified by such Troopr Credits, (ii) you shall not duplicate, sell, or transfer the Troopr credits in any manner( including by posting such codes on a public forum) unless you have Troopr’s express prior content to do so, (iii) Troopr credits may be disabled by Troopr at any time for any reason without any liability to you, (iv) Troopr credits may expire within a given time frame of six months if the account is not active.
C. Troopr reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Troopr credits, by you or any other user in accordance with the Terms and/or If Troopr reasonably determines or believes that the use or redemption of the Troopr Credits was in error, fraudulent, illegal, or in violation of the applicable Troopr Credit terms or these terms.
D. Troopr credits can be used in such cities where Troopr is operating and shall be subject to Platform terms of use and applicable laws.
E. You can purchase Troopr credits using any payment method as available on the Platform. you can also redeem promotional/marketing vouchers to add Troopr credits into your wallet. For example: 1000 Rupees = 1000 Troopr Credits.
F. If you have booked a job using Troopr credits then that amount is blocked/locked against the particular job and the same locked Troopr Credits cannot be used to complete payment for any other job you may have posted and you need to purchase separate Troopr Credits to complete the following transaction, you can see the used balance and available balance in your Troopr wallet.
11.5 - Troopr Wallet
A. Troopr provides a Wallet Facility where Troopr Credits will be stored in the virtual wallet associated with your virtual account on the Platform (“Troopr Wallet”).
B. Troopr provides a Wallet facility to its clients which can be used for availing Services on the Platform. You hereby consent that Your use of Troopr Wallet is subject to the geographical and other usage restrictions as may be made applicable from time to time and shall also be subject to the additional terms and conditions.
C. We will provide customers with the choice of receiving a refund either directly into their bank accounts or into their designated wallet. Please note that any money refunded to Troopr wallet cannot be withdrawn and must be used to avail services only on the Troopr Platform.
D. In the event that customers account becomes inactive, the balance will be subject to a 90-day expiration period. Any unused funds in the wallet after this period will be considered forfeited, and a tax invoice will be generated accordingly.
E. Prior to the balance expiration date, customers will receive sufficient notifications to ensure awareness of the impending forfeiture of their wallet balance.
F. Customers will be allowed to utilize the balance in their account until the expiration date, with no provision for booking services beyond this point.
G. A Maximum of Rupees 10000 can be deposited in the troopr wallet for pre-payment purposes, any amount deposited above Rupees 10000 will be refunded back to the clients bank account.
11.6 - GST
A. (11.1) In addition to the Rate, the Client will pay Troopr any GST payable in respect of the Services, on the same date on which payment for the relevant Services are due and payable.
11.7 - Invoice
A. An invoice for the job is raised after the completion of the job and not before job completion in accordance with the Terms here under in this policy and any amount payable is derived from the Troopr Credits from the Clients Troopr Wallet. In case of insufficient Troopr Credits any balance charges as maybe payable by the Client as per the Terms shall be invoiced by Troopr and payable by the Client within 7 days of raising such invoice
11.8 - Recovery cost
A. The Client will pay (on a full indemnity basis) all Loss, including costs and expenses of Unitroop Technologies Private Limited, its legal advisers, mercantile agents and others acting on its behalf in respect of anything instituted or being considered as a result of any breach of this Agreement by the Client.
12. Time Sheet
Unless otherwise agreed in writing by the Parties, the Service Professionals will use the Platform or as maybe be the designated process at the time in accordance with instructions from the authorised personnel of Troopr to track the time they have worked for the Client in accordance with the particular Job Brief in question. This time shall be recorded in a Time Sheet in a format as prescribed by Troopr (“Time Sheet”) this Time Sheet shall be shared with the Client through the Platform after the completion of the job for Client’s record and acceptance.
The Client shall verify and approve a Time Sheet within 24 hours (“Time Sheet Acceptance Period”). Client shall within the Time Sheet Acceptance Period compare the Time Sheet with its record in the format prescribed by Troopr and raise any discrepancies it may have with regards to the Time Sheet through the Platform or through such other medium as maybe notified by Troopr from time to time. Troopr shall at its discretion and basis its internal systems address such discrepancies, post which it shall share either a revised Time Sheet or the original Time Sheet as the case maybe at its discretion. Parties acknowledge that the Time Sheet so shared by Trooprs shall be final and binding on the Parties and only in the case where Troopr acknowledges that it’s Time Sheet is inaccurate or incomplete shall the Client’s Time Sheet be considered
The Client agrees that no discrepancies or disputes can be raised with regards to the Time Sheet after the lapse of the Time Sheet Acceptance Period, and the same shall be considered final.
13. REFUND POLICY
Cancellation Policy: Refund in the case of Cancellation of Service, client shall get an option to receive the refund either in the Troopr wallet or their bank account based on their preference. If any shall be processed in the form of Troopr Credits to the Troopr Wallet, it shall be used to avail service from our platform and cannot be withdrawn into the bank account once processed.
Unsatisfactory Services: If a client is unsatisfied with the service rendered, they can report the issue within the Time Sheet Acceptance Period following service completion. The complaint will then be investigated if the complaint is found to be valid, a refund or credit for future services could be provided at Troopr’s discretion and basis its internal policies.
No Show: If a Service Professional does not show up for an arranged work after confirming without any prior notice and valid reason, a full refund will be initiated to the Client immediately in the form of Troopr Credits to the Troopr Wallet or directly into their bank account based on their preference.
Overpayment: In case of an accidental overcharge, as soon as the error has been identified. The full refund will be initiated to the Client within 48 hours timeframe directly into the client’s bank account or Troopr Wallet if advised otherwise.
Adjustments: Refunds for any other unexpected scenarios or errors will be dealt with on a case-to-case basis
14 – Representations and Warranties by the Client:
The Client hereby represents and warrants to Troopr that all information provided, including but not limited to job descriptions, project details, contact information, and any other data, is true, accurate, and complete. The Client acknowledges that any inaccurate or incomplete information may hinder Troopr's ability to effectively match the Client with suitable service professionals. The Client further represents and warrants that they shall comply with all applicable laws, regulations, and industry standards when using Services. This includes, but is not limited to, adhering to any licensing, insurance, statutoru, regulatory or certification requirements related to the Services sought and any other required compliance thereof, and the Client's obligation to verify the same for the selected Service Professional. The Client agrees not to use Troopr's platform for any unlawful or unauthorized purposes. This includes refraining from engaging in any fraudulent, harmful, or malicious activities, including but not limited to the misuse of personal information, spamming, and attempting to interfere with the platform's proper functioning. The Client shall indemnify and hold Troopr, its officers, employees, and agents harmless from any claims, losses, liabilities, and expenses (including reasonable attorney fees) arising out of or relating to the Client's breach of any representation, warranty, or obligation herein. The Client shall also indemnify Troopr against any disputes, damages, or disputes that may arise from interactions with the Service Professionals introduced through Platform or from the Job Brief. The Client acknowledges that Troopr invests significant resources in identifying and connecting the Client with suitable Service Professionals. Therefore, the Client agrees not to circumvent the Platform by engaging in transactions directly with the Service Professionals as per the provisions in this Terms. The Client shall treat all information related to Platform and its operations as confidential and shall not disclose any such information to third parties without the prior written consent of Troopr. These comprehensive representations and warranties are essential to safeguard Troopr's interests, ensuring the accuracy of information, compliance with the law, and protection from unauthorized and fraudulent activities. Violation of any of these representations and warranties may result in the termination of the Client's access to Troopr's services and may subject the Client to legal actions and liabilities, in accordance with the applicable laws and regulations. The Client will pay (on a full indemnity basis) all Loss, including costs and expenses of Troopr, its legal advisers, mercantile agents and others acting on its behalf in respect of anything instituted or being considered as a result of any breach of this Terms by the Client.
15 Limitation of liability
In consideration of the Services provided by Troopr, the Client acknowledges and agrees that Troopr's liability for any claims, losses, damages, or expenses, whether arising in contract, tort, or otherwise, shall be limited to the total Troopr Fee paid by the Client for the specific job or service in question. This limitation of liability extends to Troopr, its officers, employees, agents, affiliates, and any service professionals introduced through the Platform. Troopr shall not be liable for any indirect, consequential, incidental, special, punitive, or exemplary damages, including, but not limited to, loss of profits, loss of business, loss of data, or loss of goodwill, even if Troopr has been advised of the possibility of such damages. The Client acknowledges that Troopr provides a Platform for connecting Clients with Service Professionals and is not a party to the actual Service provided . Troopr's role is strictly limited to facilitating these introductions. Troopr is not responsible for the quality, timeliness, or outcome of services provided by Service Professionals except as expressly agreed thereof. Troopr is not liable for any disputes, breaches, or failures on the part of the Service Professionals introduced through its Platform The Client acknowledges that the Service Professionals will be working under the Client’s supervision, control, direction, and instruction at the Work Site. Due to this reason, the Client agrees that Troopr will not be liable to the Client for, and the Client will indemnify Troopr against, any Loss of whatsoever nature or kind, however caused by one or more of the Service Professionals (including by their negligence) whilst they are working for the Client under a Job Brief.. Clients are solely responsible for evaluating and selecting Service Professionals. This limitation of liability is fundamental to the relationship between Troopr and the Client. By using Services, the Client expressly agrees that Troopr's liability is limited to the Troopr Fee paid for the specific job or service in question and that Troopr shall not be held liable for any indirect, consequential, or punitive damages. The Client accepts the responsibilities associated with selecting and engaging Service Professionals.
16 Intellectual Property
The Client acknowledges and agrees that all Intellectual Property and other confidential information provided to Troopr remains the exclusive property of the Client or its licensors, and Troopr, along with its subcontractors, contractors, or Service Professionals acting on its behalf, shall not, in any circumstances, use, reproduce, modify, or disclose the Client's Intellectual Property or confidential information for any purpose other than fulfilling its obligations under this Agreement. Troopr, as the provider of the Troopr Platform, retains full ownership of all its Intellectual Property rights, both existing at the date of this Terms and created during, including any improvements to such Intellectual Property developed during the Agreement's Term. Troopr hereby grants the Client a limited, non-exclusive, non-transferable, and revocable right to access and use the Platform for the sole purpose of facilitating the Services. This license is subject to strict compliance with the Terms. The Client shall not reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform, and shall not sublicense, assign, transfer, or share this license with any third party without Troopr's prior written consent. This does not transfer any ownership interest in Troopr's Intellectual Property to the Client, and the Client acknowledges that the Platform contains proprietary and confidential information and may be subject to copyright and other applicable intellectual property rights. The Client shall not take any actions that may infringe upon or contest the validity of Troopr's rights in its Intellectual Property. Troopr agrees to use reasonable efforts to protect the confidentiality of the Client's Intellectual Property and other confidential information provided by the Client, and Troopr will not disclose or use such information except as necessary for the performance of its obligations under this Agreement. This clause is essential to establish the proprietary rights and obligations regarding Intellectual Property for both parties, preserving the Client's rights while safeguarding Troopr's ownership and control of its Platform and related Intellectual Property.
17 Confidentiality:
During the Term, the Client acknowledges that they may receive or have access to Troopr's confidential information, including, but not limited to, trade secrets, proprietary information, business strategies, software, technology, and any other non-public information (collectively referred to as "Confidential Information” or “confidential information"). The Client agrees to treat all Confidential Information with the utmost care, ensuring that it is not disclosed or made available to any third party, except as required for the sole purpose of the services provided by Troopr under this Term. The Client may only disclose Troopr's Confidential Information to its employees, contractors, or Service Professionals who have a legitimate need to know such information for the purpose of fulfilling their obligations during the Term. Such individuals shall be informed of the confidential nature of the information and be bound by obligations of confidentiality consistent with the terms of this Clause. The Client acknowledges that the obligations of confidentiality shall not apply to information that (a) is or becomes publicly known through no fault of the Client; (b) is already in the Client's possession without an obligation of confidentiality prior to its receipt from Troopr; (c) is independently developed by the Client without reference to Troopr's Confidential Information; (d) is rightfully received from a third party without a duty of confidentiality; or (e) is required to be disclosed by law, regulation, or a court order, provided that the Client promptly notifies Troopr of such requirement to allow Troopr to seek an appropriate protective order. Upon the termination or expiration of the Term, the Client shall promptly return all of Troopr's Confidential Information, including any copies, notes, or summaries thereof, or, at Troopr's discretion, destroy all Troopr's Confidential Information, providing written certification of such destruction. The Client acknowledges that the obligations of confidentiality under this Clause shall survive the termination or expiration of the Term and continue for a period of 20 years from the date of termination or expiration. Furthermore, the Client acknowledges that a breach of this confidentiality provision may cause irreparable harm for which monetary damages may not be an adequate remedy. In addition to any other remedies available at law or in equity, Troopr may seek injunctive relief to prevent any unauthorized disclosure or use of Confidential Information.
18 Permitted Use and Disclosure of Confidential Information
The Client acknowledges and agrees that the Confidential Information received from Troopr shall only be used for the sole purpose of fulfilling the Client's obligations during the Term of this agreement. The Client shall not use Troopr's Confidential Information for any other purpose, including, but not limited to, competitive analysis, reverse engineering, or the development of products or services that may compete with Troopr. The use of Confidential Information is strictly limited to the specific needs and purposes of the services provided under this Term, and any deviation from this permitted use is expressly prohibited. Furthermore, the Client may disclose Troopr's Confidential Information only to those employees, contractors, or Service Professionals who have a legitimate need to know such information for the purpose of fulfilling their obligations during the Term. The Client shall inform such individuals of the confidential nature of the information and ensure they are bound by obligations of confidentiality consistent with the terms of this Clause. Any use or disclosure of Confidential Information beyond these permitted uses is strictly prohibited and constitutes a breach of this Agreement.
19 INDEMNITY.
The Provisions herewith shall be read together with Provisions as set forth in the Terms. The Client shall indemnify and hold Troopr, its officers, employees, and agents harmless from any claims, demands, losses, liabilities, expenses, including reasonable attorney fees, and damages arising from or related to any breach of the Client's representations, warranties, or obligations under this Agreement, the use of Troopr's services, any dispute, loss, or damage resulting from interactions with Service Professionals introduced through the Platform, or any unauthorized or inappropriate use of Troopr's services. The Client also agrees that Service Professionals engaged through the Platform are solely responsible for their services, and the Client shall seek recourse directly from the Service Professional for any disputes, claims, losses, liabilities, expenses, and damages arising from their actions or omissions, indemnifying Troopr against any related claims or liabilities. The Client acknowledges Troopr's limited liability as specified in (Limitation of Liability) and agrees not to hold Troopr liable for any indirect, consequential, incidental, special, punitive, or exemplary damages, including, but not limited to, loss of profits, loss of business, loss of data, or loss of goodwill, even if Troopr has been advised of the possibility of such damages. Furthermore, the Client undertakes not to circumvent the Platform after the initial introduction, indemnifying Troopr against any claims, losses, liabilities, expenses, and damages arising from such circumvention. Finally, the Client commits to indemnify Troopr against any claims, losses, liabilities, and expenses stemming from the Client's breach of the confidentiality obligations as specified in (Confidentiality), including the unauthorized disclosure or use of the Platform's Confidential Information, ensuring that Troopr is protected from various potential liabilities arising from the Client's and Service Professionals' interactions with the Platform.
20 Governing Law and Arbitration:
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of India and any disputed thereof shall have the exclusive jurisdiction of the courts of Mumbai.
Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement, including its existence, validity, interpretation, performance, breach, or termination, and any non-contractual claims, shall be referred to and finally resolved by arbitration in Mumbai, India, in accordance with the rules of arbitration and conciliation of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with the said rules. The language to be used in the arbitration proceedings shall be English. The award rendered by the arbitrator(s) shall be final and binding on both Parties, and judgment upon the award may be entered in any court of competent jurisdiction. The Parties agree to keep the arbitration and any related proceedings confidential, except to the extent required by any statutory provisions or to enforce or challenge the award. This governing law and arbitration clause establishes that Indian law governs the Agreement and ensures that any disputes are resolved through arbitration in Mumbai, India, in accordance with ICC rules, with the proceedings conducted in English. It also emphasizes the confidentiality of arbitration proceedings, except as required by law or to enforce or challenge the award.
21. Force Majeure
Troopr shall not be liable for any failure or delay in the performance of its obligations under these Terms if such failure or delay is caused by circumstances beyond its reasonable control, including, but not limited to, acts of nature, fire, flood, pandemic, epidemic, earthquake, war, riot, civil disturbance, sabotage, labor disputes, governmental acts, and restrictions, or other events of force majeure.
22. Amendment to Terms
Troopr reserves the right to amend, modify, or revise the terms and conditions of these Terms at its sole discretion. Any amendments will be communicated to the Client in writing, and continued use of Troopr's services following such amendments shall constitute the Client's acceptance of the revised terms.
23. Waiver and Severability
The failure of either Party to enforce any provision of these Terms shall not be deemed a waiver of that provision or any other provision. If any provision of these Terms is found to be illegal, void, or unenforceable by a court of competent jurisdiction, such provision shall be considered severed from the Terms, and the remaining provisions shall remain in full force and effect.
