Customer Agreement for STINTR Service

 

Updated February 20th, 2021

 

A service (the “Service”) that allows its customers to connect with a network of geographically distributed contractors to obtain service providers for various short-term engagements. Please read this Customer Agreement (“Agreement”) in its entirety if you wish to become a customer.

 

This Agreement incorporates by reference STINTR’s Privacy Policy (http://stintr.ca/home/term)

 

ACKNOWLEDGMENT AND ACCEPTANCE OF CUSTOMER AGREEMENT

By using the Service, and the STINTR Platform in connection with the Service, you represent that you have read, understand, and agree to be bound by this Agreement, and you have the authority to enter into this Agreement on behalf of Customer. You agree and understand that certain features of the Application (defined below) may be subject to additional terms and conditions or registration requirements.  You agree to abide by these additional terms and you further agree that a violation of those terms shall constitute a breach of this Agreement.  reserves the right to change this Agreement, and any additional terms at any time, effective upon making the modified provisions available on the Application or by notifying you directly.  You are responsible for regularly reviewing this Agreement for updates and modifications to its terms.  Continued use of the Application and/or the Mobile Application after any such changes are made to this Agreement shall constitute your consent to such changes.  Other than making the changes available on the Application, does not and will not assume any obligation to notify of any changes to this Agreement, or the creation or modification of any additional terms.

 

1. DEFINITIONS

 

Capitalized terms are defined as set forth below or elsewhere in the Agreement.

 

1.1 “Deliverables” means the deliverables specified in a STINTR Request for delivery by STINTR (Independent Contractor) to you.

 

1.2 “STINTR Request” means a notice provided by STINTR to one or more STINTR (Independent Contractor), which includes a description of the services to be provided, the date by which the STINTR Request must be completed and the fee for the STINTR (Independent Contractor) who performs the STINTR Request (the “Payment”).   The Payment will be subject to an additional charge to compensate STINTR for creating, hosting, administering, and providing the Application (the “Service Fee”).

 

1.3 “STINTR Mobile Application” or the “Application” means the software used by STINTR in connection with the Service.

 

1.4 “Service Request” means a request for Service or work by you which includes a description of the Deliverables for which you wish to engage STINTR (Independent Contractor).  Once the Customer and STINTR (Independent Contractor) have agreed upon the terms of a Service Request pursuant to Section 2, the Service Request will become a “Service Engagement”.

 

2. SERVICE REQUEST

 

Customer may from time to time submit a Service Request to STINTR via the Application. We reserve the right to reject any Service Request that is not appropriate, that violates the terms of service or use or that we believe in good faith to be inconsistent with the business interests of STINTR or the integrity of the Application.

 

3. FEES AND PAYMENT

 

3.1 Direct Hire Fee.  In the event Customer or any Customer director, officer, or employee (collectively, “Customer Personnel”) desires to Hire or otherwise directly engage a STINTR (Independent Contractor)  outside of the STINTR Application in the twelve (12) months following Customer’s or any Customer Personnel’s last contact with STINTR through the STINTR Application, Customer will notify STINTR and subsequently Customer will be billed and Customer agrees to pay a sum based on the number of hours worked by the STINTR for the Customer as set forth here:

 

One Time = Hiring Fee:  $600 Canadian plus tax

 

Customer shall pay to STINTR any Hiring Fee owed as the payment of all other fees or invoices to STINTR.  In the event Customer does not notify STINTR within thirty (30) days that it has Hired a STINTR (Independent Contractor) Customer shall be obligated to immediately pay to STINTR $600 for each such STINTR (Independent Contractor) it has Hired.  The amounts described in both instances (i.e., with or without notice from Customer) shall be referred to as the “Hiring Fee”.

 

Such Direct Hire Fee shall be charged regardless of whether: (a) STINTR (Independent Contractor) Customer or applies to Customer independently or otherwise through a public job posting or other job board; (b) different Customer Personnel are involved in the direct Hire of the STINTR (Independent Contractor) and previous engagement of the STINTR (Independent Contractor) through the STINTR Mobile Application; or (c) Customer notifies STINTR of such direct Hire or engagement of the STINTR (Independent Contractor). Any hire or engagement of the STINTR (Independent Contractor) by Customer set forth above shall be defined as a “Hire” and shall trigger the Direct Hire Fee, including a full time hire, part time hire, independent contractor hire, intern hire, or any other such engagement where STINTR (Independent Contractor) receives any compensation from Customer. In addition, “Hire” also shall include any situation where Customer who had contact with STINTR (Independent Contractor)  through the STINTR Application provides any information regarding STINTR (Independent Contractor)  to a third party and that third party hires STINTR (Independent Contractor)  within the twelve (12) month period, in any capacity, whether a full time hire, part time hire, independent contractor hire, intern hire, or any other such engagement or relationship where STINTR (Independent Contractor) receives any compensation, directly or indirectly, from Customer and/or the third party.

 

3.2 Late Cancellation Fee. In the event that Customer cancels a project or a Service Engagement less than two (2) hours before the performance of the service is to begin, the Customer will be required to pay half of the cost of the Service Engagement.  The cost includes both the payment to the STINTR (Independent Contractor), and the fee paid to STINTR.

 

4. CONFIDENTIALITY

 

4.1 Definition of Confidential Information.  As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. However, Confidential Information shall not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information.

 

4.2 Protection of Confidential Information.  Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and the Receiving Party shall only disclose the Confidential Information of the Disclosing Party to those of the Receiving Party’s employees, contractors and agents who need such access to perform obligations or exercise rights under this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

 

5. LIMITATION OF LIABILITY; INDEMNITY

 

Customer warrants and represents that it has properly classified all STINTRs (Independent Contractor) that are used to provide services through the STINTR App. Customer further agrees to indemnify, defend, and hold harmless STINTR and its parents, affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorney fees and costs associated with litigation) arising from or relating to: (1) a breach by you of any representation, warranty, covenant, or obligation in this Agreement; (2) any negligent or intentional act or omission committed by you, in connection with the performance of this Agreement, which act or omission gives rise to any claim for damages against you, STINTR and/or its parents, affiliates, employees or agents; or (3) your violation of applicable law. STINTR specifically denies any obligation to defend and/or indemnify you from and against any third-party claims made against you arising from any negligent or intentional act or omission committed by you in connection with the performance of any STINTR engagement.

 

6. RELATIONSHIPS BETWEEN STINTR, STINTRs (Independent Contractor) AND THE CUSTOMERS

 

6.1 STINTR provides a technology platform through which Customers can be connected with STINTR (Independent Contractor). Under this Agreement (and STINTR (Independent Contractor) service agreement with STINTR (Independent Contractor) STINTR provides services to both Customers and STINTR (Independent Contractor), including the provision of a technology platform, aimed at facilitating the formation of contracts between Customers and STINTR (Independent Contractor) and informally managing disputes related to those contracts. Through the Application, Customers can post Service Requests and invite STINTR (Independent Contractor) to accept. If a Customer and a STINTR (Independent Contractor) agree on terms, a Contract is formed directly between such Customer and STINTR (Independent Contractor).

 

6.2 The Parties expressly agree that no joint venture, partnership, employment, or agency agreement exists between them as a result of this Agreement or any use of the Application.

 

6.3    Worker classification. Customer assumes all liability for proper classification of STINTR as independent contractors based on applicable legal guidelines. This Agreement does not create a partnership or agency relationship between Customer and STINTR (Independent Contractor).  STINTR (Independent Contractor) does not have authority to enter into written or oral — whether implied or express — contracts on behalf of Customer. STINTR (Independent Contractor) acknowledges that STINTR does not, in any way, supervise, direct, or control STINTR (Independent Contractor) work or Services performed in any manner. STINTR does not set STINTR (Independent Contractor) work hours and location of work, nor is STINTR involved in determining the type or manner compensation to be paid for any Service Request. STINTR will not provide STINTR (Independent Contractor) with training or any equipment, labor or materials needed for a particular Request. STINTR will not deduct any amount for withholding, unemployment, Social Security, or other taxes as it would in the case of an employee. Customer and STINTR (Independent Contractor) will be solely responsible for all tax returns and payments required to be filed with or made to any provincial tax within Canada, with respect to STINTR (Independent Contractor) performance of Service Requests. For Contracts classified as independent contractor relationships, Customer may not require an exclusive relationship between Customer and. STINTR (Independent Contractor). A STINTR (Independent Contractor) classified as independent contractor is free at all times to perform Requests, be employed by or otherwise engage with persons or businesses other than Customer, including any competitor of Customer. For Contracts classified as employer-employee relationships, Customer will manage the STINTR Request through STINTR (Independent Contractor) payrolling program, where the STINTR (Independent Contractor) becomes an hourly employee of STINTR (Independent Contractor) staffing affiliate and STINTR (Independent Contractor) and Customer enter into appropriate additional agreements. Customer and STINTR (Independent Contractor) agree to indemnify, hold harmless and defend STINTR from any and all claims arising out of or related to their Service Request, including but not limited to claims that STINTR (Independent Contractor)  was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that was misclassified (including, but not limited to, taxes, penalties, interest and attorney’s fees), any claim that STINTR was an employer or joint employer of, STINTR (Independent Contractor)  as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits.

 

7. TERMINATION

 

7.1 Termination Without Cause.  Either party may terminate this Agreement without cause, effective immediately upon notice to the other party, however, cancellation of this Agreement shall not relieve any party of their obligations relative to any Service Engagements that has been entered into but not completed at the time of the cancellation.

 

9. MISCELLANEOUS

 

Before filing a Claim for arbitration or otherwise seeking relief in a court of law, you agree to first inform STINTR (info@stintr.com) of your complaint and seek resolution.  This notice of dispute must include: your name, relevant account information, a brief description of your dispute, and contact information, so that STINTR may evaluate the dispute and attempt to informally resolve same. STINTR will have 60 days from the date of your original complaint to informally resolve the dispute, which if successful will avoid the need for further action.

 

9.1 Severability.  If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

 

9.2 No Assignment.  This Agreement and your rights and obligations under this Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, by you without STINTR (Independent Contractor) express prior written consent. Any attempted assignment, delegation or transfer in violation of the foregoing will be null and void. STINTR may assign this Agreement or any of its rights under this Agreement to any third party with or without your written consent.

 

9.3 Notices.  STINTR may give any notice required by this Agreement by means of a general notice on the Application, electronic mail to your email address on record with STINTR, or by written communication sent by to your email address on record with STINTR. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting or upon sending (if sent by email).

 

9.4 Waiver.  All waivers must be in writing and signed by the party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

 

9.5 Entire Agreement.  This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous communications and understandings between the parties. Except as permitted herein, no modification or amendment to this Agreement will be effective unless in writing and signed by the party to be charged. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any Service Engagement, the terms of this Agreement shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in any purchase order or other order documentation (excluding Service Engagements) shall be incorporated into or form any part of this Agreement, and all such terms and conditions shall be null and void.

 

9.6 Modifications to Application.  STINTR reserves the right at any time to modify or discontinue, temporarily or permanently, the Application or the Service (or any part thereof) with or without notice. You agree that STINTR shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Application or the Service.

 

 

 

11. CONTACTING STINTR

 

If you wish to report a violation of the Customer Agreement, have any questions or need assistance, please contact Customer Support at info@stintr.com.

 

Appendix

 

SERVICES AGREEMENT

 

This Services Agreement includes and incorporates by this reference the service and terms of use agreements by and between STINTR and Customer and STINTR (Independent Contractor) respectively (collectively the “Terms of Service”) relating to the Application.  Such revisions will become effective upon making the modified provisions available on the Application or by notifying you directly. You are responsible for regularly reviewing this Agreement on the Application for updates and modifications to its terms. Continued use of the Application after any such changes are made shall constitute your consent to such changes. Other than making the changes available on the Application, STINTR does not and will not assume any obligation to notify you of any changes to this Agreement, or the creation or modification of any additional terms. Unless otherwise provided in such revision, the Services Agreement or Terms of Service, or any revised part of them, will take effect when and as posted on the Application.

 

EMPLOYMENT RELATIONSHIP AND EMPLOYER OF RECORD

 

Upon accepting a STINTR Request or an Open Request that is classified with Customer through the Application (each a “STINTR (Independent Contractor - STINTR Engagement”), Customer is responsible for the supervision, direction and control of the day-to-day activities of each. STINTR (Independent Contractor). STINTR (Independent Contractor) is responsible for performing the agreed-upon work for Customer.

 

HIRING REPRESENTATIONS, DISCLAIMERS AND LIMITATIONS

 

Customer acknowledges and agrees that Customer has selected a STINTR (Independent Contractor) to become a based upon Customer’s determination that the STINTR (Independent Contractor) accepted a STINTR Request or an Open Request.

 

STINTR (Independent Contractor) acknowledges that STINTR (Independent Contractor) has agreed to become a STINTR (Independent Contractor) servicing Customer based on STINTR (Independent Contractor) own determination that Customer offers work acceptable and appropriate for STINTR (Independent Contractor) on terms that are acceptable to STINTR (Independent Contractor).  STINTR (Independent Contractor) understands and agrees that STINTR (Independent Contractor) will not become an employee of Payroll Company or be entitled to work for Customer or receive payment has accepted STINTR (Independent Contractor) as an employee.

 

CONTROL OF WORKPLACE

 

Customer and STINTR (Independent Contractor) acknowledge and agree they will control the working conditions or the workplace in which a STINTR (Independent Contractor) will perform services for a Customer.

 

STINTR (Independent Contractor) SUPERVISION AND LIMITATIONS ON SCOPE OF STINT

 

 

 

At all times, the Customer will maintain the exclusive supervision, direction and control of the day-to-day activities of each STINTR (Independent Contractor).  The Customer shall be responsible for the implementation and enforcement of any and all workplace laws, rules, regulations and for any procedures that exist for the purpose of preventing the misappropriation, theft or embezzlement of the Customer’s property, including without limitation intellectual property.

 

Customer acknowledges and agrees that STINTR (Independent Contractor) maintains no control over any STINTR engagement, supervision of STINTR (Independent Contractor), payroll practices or other terms and conditions of the working relationship described herein. Customer further acknowledges and agrees that are STINTR (Independent Contractor) in some cases, the provision of certain statutorily required employee benefits, but that the STINTR maintains no control over the work assignments, supervision, or other terms and conditions of the working relationship except as described in this Services Agreement.

 

EQUAL EMPLOYMENT OPPORTUNITY, WORKPLACE LAWS

 

STINTR is an equal opportunity company and does not discriminate against any candidate, applicant, employee, independent contractor or STINTR (Independent Contractor) on the basis of race, color, religion, sex, national origin, age, creed, ancestry, veteran or military status, disability unrelated to the essential functions of a job, or any other basis prohibited by provincial government.  Customer and STINTR (Independent Contractor) shall comply with all federal, provincial laws that prohibit unlawful discrimination or harassment.

 

POLICY AGAINST SEXUAL HARASSMENT AND OTHER ILLEGAL HARASSMENT

 

Customer shall train its STINTR (Independent Contractor) about their rights and responsibilities pursuant to applicable law pertaining to non-harassment or other illegal workplace harassment. Customer will be informed if any special training requirements legally pertain to a STINTR (Independent Contractor) by virtue of that person of STINTR and Customer will provide all STINTR (Independent Contractor) with written information detailing their rights and responsibilities under Customer’s and STINTR (Independent Contractor) policies against sexual harassment and other illegal workplace harassment.  Upon notification, STINTR may assist Customer with the investigation of sexual harassment complaints made by or against STINTR (Independent Contractor), but the costs associated with such investigation shall be borne by Customer.

 

If STINTR (Independent Contractor) believes that he/she has not been provided equal opportunity in any manner, or if STINTR (Independent Contractor) becomes aware of discrimination or harassment, STINTR (Independent Contractor) should immediately report info@stintr.com

 

GENERAL PROVISIONS

 

Severability. If any provision of the Services Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the Services Agreement will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

 

No Assignment. The Services Agreement, and the party’s rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by either party without the other’s prior written consent, and any attempted Job, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of the Services Agreement will be binding upon assignees. Notwithstanding the foregoing, Customer may, without the consent of STINTR (Independent Contractor), assign any rights and obligations.

 

Waiver. Any waiver or failure to enforce any provision of the Services Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

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