GUMBAE LTD TERMS OF USE
Version 1.0
Effective Date: June 4, 2026
1. IMPORTANT LEGAL NOTICE
These Terms of Use (“Terms”) constitute a legally binding agreement between GUMBAE LTD (“GUMBAE,”
“Company,” “we,” “our,” or “us”) and any individual or entity accessing or using the GUMBAE platform (“User,”
“you,” or “your”), including clients, freelancers, agencies, contractors, consultants, and managed-service
customers.
By accessing, browsing, registering for, or using the GUMBAE platform, you agree to be bound by these
Terms.
If you do not agree, you must not use the platform.
1. PLATFORM STRUCTURE AND BUSINESS MODEL
1.1 Hybrid Platform Model
GUMBAE operates as a hybrid technology marketplace and managed-service platform.
The platform enables two distinct service models:
(A) Marketplace Transactions
- Clients contract directly with independent service providers (freelancers, agencies, contractors).
- GUMBAE provides technology infrastructure, discovery tools, communication systems, dispute tools,
and optional payment facilitation. - GUMBAE is not a party to the service contract unless explicitly stated.
(B) Managed-Service Transactions
- Clients contract directly with GUMBAE LTD.
- GUMBAE may fulfill services using employees, subcontractors, agencies, vetted freelancers, or thirdparty providers.
- GUMBAE determines the method of delivery, staffing, and execution at its sole discretion.
- The client relationship exists exclusively with GUMBAE in managed-service engagements.
1.2 Platform Role Disclaimer
GUMBAE is a technology and service coordination platform and does not guarantee:
- Quality of freelancer work (Marketplace model)
- Outcomes of services
suitability of providers - Uninterrupted availability of services
Except where explicitly stated in a managed-service agreement.
2 — ELIGIBILITY AND ACCOUNT REQUIREMENTS
2.1 Age Requirement
You must be at least 18 years old to use the platform.
2.2 Account Registration
You agree to:
- Provide accurate and complete information
- Maintain updated account details
- Secure your login credentials
- Do not share accounts
- Accept responsibility for all activity under your account
2.3 Verification Rights
GUMBAE may require:
- identity verification (KYC)
- Business verification
- Professional licensing checks
- Background checks (where lawful)
Failure to comply may result in suspension or termination.
3 — SERVICES OFFERED
GUMBAE provides access to a broad range of services, including but not limited to:
- Digital services (design, writing, software, marketing)
- Creative services (UI/UX, animation, video, branding)
- Technical services (development, IT, AI training, data annotation)
- Professional services (consulting, translation, virtual assistance)
- Physical-world services (cleaning, plumbing, electrical, construction, logistics, transportation,
security, childcare, elder care, real estate-related services) - Any additional lawful service category permitted by GUMBAE
3.1 High-Risk Services Notice
Certain services are classified as high-risk services, including:
- construction
- electrical work
- plumbing
- transportation/ride
- services
- security services
- childcare
- elder care
- health-related services
Such services may require:
- licenses
- insurance
- verification
- additional compliance checks
- platform approval
GUMBAE may restrict or remove any service category at any time.
4 — PAYMENT STRUCTURE AND ESCROW DISCLAIMER
4.1 Third-Party Payment Providers
GUMBAE is not a financial institution and does not operate as:
- a bank
- a payment processor
- a money services
- business
- a fiduciary
- an escrow company
Payments may be processed through third-party payment partners selected by GUMBAE from time to time.
4.2 Payment Flow
Depending on the transaction type:
Marketplace Transactions
- Client pays via platform-supported payment partner
- Funds may be held and released subject to provider completion and dispute terms
Managed-Service Transactions
- Client pays GUMBAE directly
- GUMBAE manages payment distribution internally or through partners
4.3 No Financial Guarantee
GUMBAE does not guarantee:
- Payment clearance
- Third-party payment uptime
- Transaction reversals
- Bank or processor performance
5 — USER RESPONSIBILITIES
Users agree that they are responsible for:
Clients:
- Defining project requirements
- Selecting service providers (Marketplace model)
- Verifying provider qualifications
- Reviewing and approving deliverables
- Timely payment obligations
Service Providers:
- Service quality and delivery
- Legal compliance
- Licensing (where applicable)
- Tax obligations
- Professional conduct.
6 — PLATFORM CONTROL RIGHTS
GUMBAE reserves the right to:
- suspend or terminate accounts
- Remove listings or projects
- reject or cancel transactions
- freeze funds in dispute situations
- investigate suspicious activity
- enforce platform rules at its discretion
These rights may be exercised without prior notice where necessary to protect the platform or its users.
7 — PROHIBITED USES AND RESTRICTED SERVICES
7.1 Strictly Prohibited Services
Users may not use the platform for:
- Adult services or sexual services
- Gambling services
- illegal drugs or controlled substances
- Weapons or weapons-related services
- Fraudulent services or impersonation
- Fake reviews or deceptive marketing
- Academic cheating services
- Cryptocurrency investment schemes
- illegal financial schemes
7.2 Legal Services Restriction
Legal services are prohibited unless provided by:
- verified licensed attorneys
- licensed law firms
GUMBAE does not provide legal advice or legal representation.
8 — INTELLECTUAL PROPERTY AND PLATFORM CONTENT
8.1 Platform Ownership
All platform content, branding, software, design, systems, workflows, and infrastructure are owned by
GUMBAE LTD.
8.2 User Content
Users retain ownership of content they upload, except where:
- Transferred under project agreements
- Assigned under Terms of Use
- Or required for service delivery
8.3 License to GUMBAE
Users grant GUMBAE a worldwide, non-exclusive license to:
- Host content
- Display content
- Process content
- Distribute content within platform operations
- Use content for platform improvement, safety, and analytics
9 — LIMITATION OF LIABILITY
9.1 General Limitation
To the maximum extent permitted by law, GUMBAE shall not be liable for any:
- indirect damages
- incidental damages
- consequential damages
- special damages
- punitive damages
- loss of profits
- loss of revenue
- loss of data
- business interruption
- reputational harm
Even if GUMBAE has been advised of the possibility of such damages.
9.2 Marketplace Disclaimer
For Marketplace Transactions:
- GUMBAE is not responsible for service quality
- GUMBAE is not responsible for freelancer performance
- GUMBAE is not responsible for disputes between users
- GUMBAE is not a party to service contracts
9.3 Managed-Service Exception
For Managed-Service Transactions:
- GUMBAE assumes responsibility only to the extent explicitly stated in a written service agreement
- Liability remains limited under Section 9.5
9.4 Third-Party Responsibility
GUMBAE is not liable for:
- freelancers
- agencies
- contractors
- clients
- payment processors
- escrow providers
- third-party platforms
- external service providers
9.5 Aggregate Liability Cap
GUMBAE’s total liability shall not exceed:
the greater of:
(a) total fees paid to GUMBAE for the specific transaction
OR
(b) USD $100
10 — NON-CIRCUMVENTION AND PLATFORM PROTECTION
10.1 Non-Circumvention Obligation
Users agree that they shall not, directly or indirectly:
- bypass GUMBAE
- contract outside the platform after the introduction
- solicit users outside GUMBAE
- avoid platform fees or commissions
- move transactions off-platform
10.2 Buyout Fee System
GUMBAE may, at its sole discretion:
- establish
- modify
- publish
- enforce
a non-circumvention buyout fee schedule
which permits off-platform engagement only upon payment of applicable fees.
10.3 Duration
Non-circumvention obligations apply:
- during active use of the platform
AND - for a period determined by GUMBAE after termination
OR - permanently, where legally enforceable
11 — DISPUTE RESOLUTION
11.1 Internal Resolution First
All disputes must first be submitted to GUMBAE’s internal resolution system.
11.2 Mediation
If unresolved within 14 days:
- parties agree to mediation in Lagos, Nigeria
- using a mutually agreed mediator or ADR institution
11.3 Arbitration
If mediation fails:
- Binding arbitration applies
- Governed by the Arbitration and Mediation Act 2023 (Nigeria)
- seat: Lagos, Nigeria
- language: English
- decision: final and binding
11.4 Class Action Waiver
Users waive the right to:
- class actions
- collective claims
- consolidated proceedings
- representative actions
where legally permitted.
11.5 Court Exceptions
GUMBAE may seek court relief for:
- fraud
- IP infringement
- confidentiality breaches
- injunctions
- platform abuse
- enforcement of arbitration awards
12 — INDEMNIFICATION
Users agree to indemnify and hold harmless GUMBAE and its affiliates, including officers, directors,
employees, contractors, and partners, from any claims arising out of:
- breach of Terms
- misuse of the platform
- violation of law
- infringement of third-party rights
- disputes between users
- service delivery failures
fraud or - misrepresentation
unauthorized AI usage
11 — DISPUTE RESOLUTION
11.1 Internal Resolution First
All disputes must first be submitted to GUMBAE’s internal resolution system.
11.2 Mediation
If unresolved within 14 days:
- parties agree to mediation in Lagos, Nigeria
- using a mutually agreed mediator or ADR institution
11.3 Arbitration
If mediation fails:
- Binding arbitration applies
- Governed by the Arbitration and Mediation Act 2023 (Nigeria)
- seat: Lagos, Nigeria
- language: English
- decision: final and binding
11.4 Class Action Waiver
Users waive the right to:
- class actions
- collective claims
- consolidated proceedings
- representative actions
where legally permitted.
11.5 Court Exceptions
GUMBAE may seek court relief for:
- fraud
- IP infringement
- confidentiality breaches
- injunctions
- platform abuse
- enforcement of arbitration awards