Kleaner lietoŇ°anas noteikumi

This Kleaners 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"Kleaner"), agree to provide certain services including residential or commercial cleanings or similar services to third parties that may, from time to time, be referred to you via the web-based marketplace of SIA KLEAN, ("KLEAN").

KLEAN is the creator of a technology marketplace that connects clients ("Clinets") with fully-licensed (to the extent required by applicable law) and qualified professionals, such as Kleaners, in the business of providing residential and/or commercial cleanings ("Services"). KLEAN provides a web-based portal (the"KLEAN marketplace") through which Clients may connect with a network of Kleaners with whom they may arrange a variety of Services. KLEAN and Kleaners intend that Kleaner will provide these services to Client strictly as an independent contractor, and not as an employee, agent, joint venturer, partner or franchisee of KLEAN or any Kleaner for any purpose. KLEAN does not provide the Services described in this Agreement and does not employ individuals to perform said Services. KLEAN's role is limited to offering the technology platform as a referral tool for Kleaners and Clients and facilitating payments from Clients to Kleaners.Before receiving access to the KLEAN marketplace, Kleaner must also review and agree to the Terms of Use of the KLEAN marketplace, which are incorporated herein by reference and which Kleaner acknowledges he/she has reviewed. 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, Clients will post Services on the KLEAN marketplace, setting forth the nature of the Services required (the "Services"). Services posted will include a date and time (the "Clean date"), and an estimate of time necessary to complete the work ("Hours estimated"). Kleaners will then have the opportunity to review the Services and accept/skip those Services that meet Kleaner’s preferred specifications as to time, date and fees. KLEAN does not guarantee any minimum number of Services will be available to Kleaners at any point during the term of this Agreement. Kleaner is not obligated to review the Services posted by any Clinet at any time. Once a Kleaner applies for a Service, the platform will confirm whether the Service has been added to the Kleaner by the Client. Once a Service is added, a contract is formed directly between the Kleaner and Client for Kleaner to complete the Service. Kleaner agrees that Kleaner’s name and phone number may be provided or made available to Client by or on behalf of KLEAN after the Service is booked.In order to be assigned and accept a Service that has been booked by a Client you must be registered as a Kleaner. KLEAN takes reasonable steps in screening Kleaners to ensure that they are competent and qualified to undertake the Services they are notified of from time to time. As such, to complete the registration process you will be required to provide information including but not limited to: Name / Company Name; correspondence and legal Address; Email; Mobile phone number; Photo ID; Up to date trade qualifications and accreditations; Registrations and certifications; and Valid Insurance Policies,for yourself and each employee or subcontractor who will accept and/or carry out Services together with account details for a bank in which we will pay you for the Service which have been completed.You warrant that the information you provide to KLEAN during the registration process and when using the KLEAN marketplace is true and entirely accurate and KLEAN reserves the right to suspend the account of any Kleaner who does not: provide such information; or provides incomplete or out of date information.You acknowledge and agree that you may not assign or subcontract any Service to an employee or subcontractor unless you have, in advance of accepting the Service, provided their details to KLEAN via the KLEAN marketplace or via email at: kleaner@klean.lv and you warrant that you have their consent to provide such information.You are responsible, and assume liability, for all information that you upload. Details of how KLEAN may use any information and content are provided in the Privacy Policy.

We may notify you of Services available from time to time, but we are not under any obligation to do so. Further, because Client retain the right to change or withdraw their Services, we are unable to give any warranty as to the availability or suitability of a particular Service. We cannot guarantee that you will receive any specific volume of notifications to carry out Services or that you will be able to accept any Services you get notified, of as more than one Kleaner may be notified of the same Service.

You and your subcontractors and employees who are registered with KLEAN must operate a smartphone with sufficient data connection to enable you to continuously receive notifications.

At the point the Service is accepted your details (or those of your relevant employee or subcontractor) will be provided to the Client and any third party placing a booking on their behalf.

You must assess the work to be carried out prior to travelling to the property.

You warrant that in accepting a Service you will, and you will procure that your employees and subcontractors will: inform the Client promptly of any delays; complete the Service (and any Additional Work) as specified, to the standards and timescales agreed with the Client and using due skill, care and diligence in accordance with the good industry practice, which as a minimum shall mean the standard of skill, care, knowledge, timeliness and foresight which would reasonably and ordinarily be expected from an experienced person engaged in providing services which are the same as or similar to those required to complete the Service or Additional Work; supply and use your own tools and equipment (other than in respect of cleaning Service whereby the Client is expected to provide the supplies); update the KLEAN marketplace on acceptance, start and completion of each of the Service; provide the Client with a minimum 30 day warranty in respect of all work undertaken in completing the Service and Additional Work; and comply with all laws and regulations.

You agree only to assign or subcontract work in accordance with this Agreement and to suitably competent, skilled and qualified people. You hereby agreed to ensure that they: have valid Insurance Policies; and will complete the Job and any Additional Work in accordance with these Terms & Conditions and to the same standard as if you had carried out the work.

Clients have the right to request evidence of ID and applicable trade accreditations and registrations and you hereby agree to provide, and to procure that your employees and subcontractors provide, Clients with such information as and when requested to do so.

KLEAN reserves the right: to, on 24 hours’ notice, send a representative to accompany the Kleaner (or its employees or subcontractors) when carrying out a Service in order to verify their competence, skills and conduct; and to terminate the Kleaners account in the event that they, or their employees or subcontractors, do not permit, or attempt to frustrate, the representatives attendance.

If you, your employee or subcontractor arrive at the property and are unable to contact the Client or gain access to the property you will message and attempt to contact them for 20 minutes, after which you will be entitled to cancel the Client and the Client will be charged cancellation fees as applicable.

You, your employees and subcontractors will only reschedule or cancel the Service on a minimum of 24 hours’ prior notice to the Client. If you, your employees or subcontractors cancel or reschedule with less than 24 hours prior notice, KLEAN may deduct from your payment any discounts offered to the Client as compensation for the inconvenience.

If you, your employees or subcontractors cancel or reschedule with less than 24 hours’ notice on multiple occasions, we may terminate your KLEAN account and stop using you as a Kleaner.

To ensure that the KLEAN marketplace remains a reliable source of referrals and to ensure all Kleaners are able to have access to available Services, once Kleaner has been added to the Service, Kleaner is contractually obligated to complete the Service within the Clean date specified by, and to the satisfaction of, the Client. In the event that the Kleaner declines to reschedule, KLEAN shall have the right to make the Service available on the KLEAN marketplace.

Kleaner understands and agrees that Kleaner’s failure to complete a Service in accordance with Client’s specifications after he or she has booked that Service using the marketplace constitutes a material breach of this Agreement and could result in a fee being charged to Kleaner, or termination of this Agreement. Similarly, Kleaner may be entitled to a fee in the event a Client cancels or reschedules a Service.

Kleaner acknowledges that the KLEAN marketplace is intended to refer Clients only to those Kleaners who maintain the highest standards of professionalism and quality service. Kleaner agrees to maintain high standards of professionalism and service, including but not limited to maintaining tools and materials consistent with industry standard and in good working condition, maintaining appearance and grooming standards consistent with industry standard, and maintaining a Client rating at or above the minimum rating established by KLEAN for access to the platform. In the event a Kleaner’s aggregaterating falls below the applicable minimum rating, KLEAN reserves the right todeactivate the Kleaner’s access to the KLEAN marketplace.KLEAN shall not control or have any right to control the manner or means by which Kleaner performs the Services, including but not limited to the time and place Kleaner performs the Services, the Services Kleaner selects, the tools and materials used by Kleaner to complete the Services, the helpers, assistants, subcontractors or other personnel (if any) used by Kleaner to assist in completing Services, or the manner in which Kleaner completes the Services. KLEAN will not and has no right to, under any circumstances, inspect Kleaner’s work for quality purposes. Those provisions of the Agreement reserving ultimate authority in KLEAN have been inserted solely to achieve compliance with local laws, regulations, and interpretations thereof.

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

Before any Services are performed by any assistants, helpers, subcontractors or other personnel engaged by Kleaner, Kleaner shall require any such individuals to submit to a background check equivalent to one that KLEAN performs and provide proof of that background check. Kleaner agrees that any assistants, helpers, subcontractors or other personnel used shall maintain a professional appearance consistent with industry standards while performing Services.

Kleaner assumes full and sole responsibility for the payment of all compensation, benefits and expenses of helpers, assistants, subcontractors and/or other personnel, if any, and for all required income tax withholdings, unemployment insurance, and social taxes as to Kleaner and all persons engaged by Kleaner in the performance of the Services.

You hereby acknowledge that you are obliged to fully comply with all tax obligations that arise to you from the applicable laws in relation to providing the Services, including (if applicable) acquiring a valid VAT number; paying income tax, social security tax or any other tax applicable; and fulfilling all tax registration obligations and calculating and remitting all tax liabilities related to your provision of Services as required by the applicable law. Additionally, it is your obligation to provide KLEAN with all relevant tax information, including (among else) your VAT number.

After each successful completed Service, KLEAN shall create a Invoice consisting of the hourly rate, time and other relevant information of a particular Service. You will be able to access the receipt of each ride from KLEAN markeplace. Any corrections that you wish to make to fare calculation must be submitted via email to kleaner@klean.lv

Your authorization to issue invoices. If you are using the KLEAN marketplace as a business entity, you hereby authorize KLEAN to issue itself an invoice on your behalf in order to compensate you any expenses, fees, penalties that you are due from KLEAN. Upon its issuance, the invoice will be immediately made available to you via the KLEAN marketplace.

Client shall pay for completed Services through the KLEAN marketplace at the rates quoted by KLEAN at the time the Service is posted on the marketplace, which shall be based on the stated parameters of the Service. (the "Marketplace Rate").Each Service made available to Kleaner on the marketplace shall set forth the Clean date, Estimated Hours, details about the Service requested, the Kleaner rate. The difference between the Marketplace Rate and Kleaner shall be the fee owed to KLEAN for referring the Service and facilitating the payment from Client to Kleaner ("Marketplace usage Fee").

By accepting this Agreement, Kleaner authorizes KLEAN to withhold KLEAN's Marketplace usage Fee from the payment made to the Kleaner for each Service.

If a Service referred to and accepted by Kleaner requires more time to complete than the Estimated Hours, Client and Kleaner may negotiate Additional Service based on the estimated additional time needed to complete the Service (“Additional Service”). Any agreement for Additional Service is solely between Kleaner and Client.

The Kleaner acknowledges that the Marketplace usage Fee may change from time to time. KLEAN shall send the Kleeaner a prior notification of each such change. The Kleaner’s continued use of the KLEAN marketplace after any such change in the Marketplace usage Fee shall constitute the Kleaenr’s consent to such change.

The Kleaner shall pay to KLEAN the Marketplace usage Fees and any other fees due to KLEAN in respect of each month no later than the 10th day of the following month.

KLEAN shall transfer the amounts collected as Payments (less the applicable Marketplace usage Fee), which have been credited to KLEAN’s bank account in each week, to the bank account of the Kleaner no later than the 4th day of the following week.

Please note that KLEAN is not obliged to pay you for Services due from the Client, if the payment failed because Client’s credit card is cancelled or is unsuccessful for reasons not attributable to KLEAN. In such case we will help you in requesting the payment due from the Client, and shall transmit it to you once the Client has made the requested payment.

Where a revisit is required to the property for the purpose of carrying out any rectification works for faulty or defective services carried out by you or your employees or subcontractors, or for any other reasons including but not limited to faulty property or devices required to be installed that have been found faulty, you must attend to such revisit within 7 days save for emergency revisits which should be attended within 24 to 48 hours as requested by KLEAN.KLEAN understands and accepts that many Kleaners and Clients ultimately want to work directly, outside the KLEAN marketplace.One use of the KLEAN marketplace is as a marketing tool for Kleaners to build their business outside the marketplace in this manner.  At any time, if Kleaner decides to engage Client without the use of the KLEAN marketplace and Client cancels their use of the KLEAN marketplace, then Kleaner agrees to pay a Marektplace leave Fee of EUR 1500 to KLEAN. Kleaner agrees to have the Marektplace leave Fee withheld from any pending payments, or remit payment within ten (10) business days. Kleaner’s failure to remit payment shall constitute a material breach of this Agreement.In order to accept Services, Kleaner must possess a smartphone equipped with access to the KLEAN marketpalce (the "Compatible Mobile Device").KLEAN may collect data, such as features the Kleaenr uses on the KLEAN marketplace, for the purpose of improving the software or running the software itself.

In order to book Services, Kleaner must use Klaener mobile application or website (the "Kleaner App") on the Compatible Mobile Device.

Kleaner is solely responsible for any costs or expenses incurred by Kleaner in connection with the performance of the Services, and in no event, shall KLEAN reimburse, or be required to reimburse, Kleaner for any tools, materials, costs or expenses used in connection with the Services. Kleaner shall furnish and maintain, at Klenaer’s own expense, the tools, equipment, supplies, and other materials used to perform the Services. Kleaner 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. KLEAN may request at any time a list of the equipment and supplies used by Kleaner, to communicate effectively with Client.At Kleaner’s request, KLEAN may offer to Kleaner certain equipment, supplies, and materials for rental or purchase. Kleaner is not required to rent, use, or purchase any equipment, tools, supplies, or materials from KLEAN at any time.

KLEAN may chose to give or sell branded or unbranded equipment, supplies, or apparel, but this does not imply or suggest any obligation to wear, display, or use such items. Kleaner will have no obligation whatsoever to wear, use, or display any equipment, supplies, or apparel.

Kleaner is an independent contractor and has not been engaged by KLEAN to perform services on KLEAN’s behalf. Kleaner has entered into this Agreement for the purpose of obtaining referrals to third parties in exchange for which it pays KLEAN a fee, as described herein. This Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between Kleaner and KLEAN or any Kleaner for any purpose. Kleaner has no authority to bind KLEAN and Kleaner shall not make any agreements or representations on KLEAN’s behalf without KLEAN’s prior written consent. Kleaner understands that Kleaner will not be eligible to participate in any benefit plans offered to KLEAN’s employees, including, but not limited to, vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by KLEAN to its employees. KLEAN will not be responsible for withholding or paying any income, payroll, social security, or other local taxes, making any insurance contributions, including unemployment or disability, or obtaining workers' compensation insurance on Kleaner’s behalf. Kleaner shall be responsible for, and shall indemnify and hold KLEAN harmless for any claims, suits, or actions related to this provision, including any such claims brought by Kleaner or by any third party with respect to any claims for taxes or contributions, including penalties and interest.

Kleaner represents and warrants to KLEAN that: Kleaner has the legal right to provide the Services that are contemplated by this Agreement in Latvia; Kleaner 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 Kleaner intends to offer said Services, and has the required skill, experience, and qualifications to perform the Services; and Kleaner shall perform the Services in a professional and diligent manner in accordance with best industry standards for similar services, including the completion of all Services referred to Kleaner that he/she opts to accept through KLEAN marketpalce.

Kleaner agrees that every individual’s unique circumstances dictate whether they can be classified as an Independent Contractor. Kleaner agrees that they should be classified as an independent contractor and are “in business for him or herself”.Kleaner represents and warrants that they currently conduct and intend to continue conducting the following activities: having business outside the KLEAN marketpalce; independently scheduling assignments and Services outside the KLEAN marketplace; marketing, advertising and soliciting work from other clients; endeavoring to reduce costs; deciding when, where, and how to perform services; deciding which services to perform or which clients to accept; determining the sequence of work; determining the appropriate materials to complete the Service; determining when to order materials, the quantity of those materials, and providing the materials to complete the Service; providing a professional work vehicle and insurance; incurring profit or losses in the performance of the overall business of Kleaner, including your work on the KLEAN marketplace; performing work that requires special skill and initiative; making substantial investment in your business; and agree that joining the KLEAN marketplace does not constitute a permanent relationship.

Kleaner acknowledges that his/her failure to comply with the foregoing shall constitute a material breach of this Agreement.If Kleaner feels they cannot continue representing and warranting the foregoing, they are to stop using the marketpalce and notify KELAN immediately.

Kleaner also represents, warrants, and agrees the following: They will not engage in a reckless or dangerous manner that may pose a safety issue with Clients; They will not make any misrepresentation regarding KLEAN, KLEAN marketplace, or the Services; They will not attempt to defraud KLEAN or Clients on the KLEAN marketplace or in connection with your provision of Services; You will pay all applicable local taxes based on your provision of Services and any payments received by you

Kleaner shall defend, indemnify and hold harmless KLEAN 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 reasonable attorneys' fees) arising out of or resulting from: bodily injury, death of any person, theft or damage to real or tangible, personal property resulting from Kleaner’s acts or omissions; and Kleaenr’s breach of any representation, warranty, or obligation under this Agreement.

The Services that Kleaner provides pursuant this Agreement are fully and entirely Kleaner’s responsibility. KLEAN is not responsible or liable for the actions or inactions of a Kleaner or other third party in relation to the Services provided by Kleaner. Kleaner understands, therefore, that by using the KLEAN marketpalce, Kleaner may be introduced to third parties that may be potentially dangerous, and that Kleaner uses the KLEAN marketpalce at his/her own risk.

It is the sole responsibility of the Kleaner to maintain in full force and effect adequate workers' compensation, unemployment, liability, and other forms of insurance, with policy limits sufficient to protect and indemnify KLEAN 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 Kleaner or Kleaner’s assistants, agents, contractors, servants, or employees.This Agreement shall be effective as of the date it is executed by Kleaner and shall remain in effect unless and until terminated as set forth in this paragraph (the "Term"). The parties acknowledge that the term of this Agreement does not reflect an uninterrupted service arrangement, as this Agreement guarantees Kleaner the right to choose when to make himself or herself available and each Service referred and accepted is treated as a separate service arrangement. KLEAN and Kleaner 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 or KLEAN’s failure to timely remit Kleaner Fees as described herein.In addition to the foregoing, Kleaner may terminate the Agreement for any reason upon seven (7) days' written notice to KLEAN. In addition, KLEAN may terminate this Agreement or deactivate Kleaner’s account immediately in the event they: no longer qualify to provide Services under applicable law, rule, permit, ordinance or regulation; fall below the KLEAN Cleaning Cancellation limit; KLEAN has the good faith belief that such action is necessary to protect the safety of the KLEAN community or third parties, Kleaner will be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to KLEAN’s reasonable satisfaction prior to KLEAN permanently terminating the Agreement. For all other breaches of this Agreement, Kleaner will be provided notice and an opportunity to cure the breach. If the breach is cured in a timely manner and to KLEAN’s satisfaction, this Agreement will not be permanently terminated. Upon termination of this Agreement for any reason, Kleaner shall: complete any outstanding Services Kleaner has claimed; within ten (10) days after such termination, or as otherwise agreed in writing, return any rented property in Kleaner’s possession; and if requested, certify in writing to KLEAN that Kleaner has complied with the requirements of this paragraph.

Upon termination of this Agreement: if the termination is effected by KLEAN, KLEAN shall pay to Kleaner any outstanding earned Kleaner Fees the earlier of seven (7) days or the next scheduled payment date; or if the termination is effected by Kleaner, KLEAN shall pay to Kleaner any outstanding earned Kleaner Fees within ten (10) business days.

Kleaner may not assign this Agreement, absent written authorization by KLEAN. KLEAN 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.

The Agreement shall be governed by, and construed and enforced in accordance with the laws of Republic of Latvia, without regard to the choice of conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the KLEAN marketplace shall be subject to the exclusive jurisdiction of the courts of Latvia to which you hereby submit.

Kleaner understands that in performing the Services, he or she will receive certain private and/or confidential information regarding the Clients and will have access to their homes and personal belongings. Except upon order of government authority having jurisdiction, or upon written consent by the Client, Kleaner 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 Clients, including addresses, telephone numbers and/or financial information. Kleaner further agrees not to engage in any activity which violates the privacy of any Client, including, but not limited to, taking unauthorized photographs or making unauthorized audio or video recordings of a Client or his or her homes or personal belongings, or publishing, disseminating or disclosing any such photographs or recordings. Kleaner acknowledges that his/her failure to comply with the foregoing shall constitute a material breach of this Agreement.KLEAN has the sole right to make changes to any of the documents forming part of the Agreement. Any changes to the Agreement shall enter into force after they have been made available to the Kleaner and the Kleaner has continued to use the KLEAN marketplace, unless prescribed otherwise. If the Kleaner continues to use to KLEAN marketplace, it shall be deemed to have accepted the revised conditions.

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the first and last pages of this Agreement. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, or e-mail (with confirmation of transmission), or certified or registered mail.

You expressly acknowledge that you have read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, that you agree to be bound by the terms and conditions of the Agreement, and that you are legally competent to enter into this Agreement with Company.

If you have any questions regarding this agreement, please contact us at kleaner@klean.lv or by mail the below address:

SIA KLEAN

Sporta street 2

Riga, LV-1013

Latvia

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