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STINTR Independent Contractor Services Agreement
Updated February 20, 2021
The STINTR Mobile Application is an internet application (“STINTR Mobile Application” or the “Application”) owned and operated by STINTR (“STINTR,” “we,” or “us”). STINTR provides a technology service (the “Service”) that allows its customers (“Customers”) to access STINTR’s network of contractors (“STINTR” or “you” or “Contractor”) to identify local providers to meet intermittent needs for services. You will have access to the Application to receive and review requests for services from Customers and to determine their interest in and availability to respond to such requests.
This Agreement incorporates by reference STINTR’s Privacy Policy (http://stintr.ca/home/term)
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE COVERED DISPUTES, RATHER THAN JUDGE OR JURY TRIALS.
Acknowledgment and Acceptance of Independent Contractor Services Agreement
This Terms of Use Independent Contractor Services Agreement (“Terms of Use” or “Agreement”) is an electronic contract that sets out the legally binding terms of the relationship between STINTR and you. By registering to become a STINTR, you accept and agree to be bound by the terms of this Agreement. Please read it carefully. By accessing the Application, or becoming a STINTR, you accept this Agreement and agree to the terms, conditions and notices contained and/or referenced herein.
STINTR reserves the right to change this Agreement, and add additional terms at any time, effective upon making the modified provisions available on the Application or by notifying STINTR directly. You are responsible for regularly reviewing the Terms of Use for modifications and updates to its terms. Continued use of the 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, STINTR does not assume any obligation to notify STINTR’S of any changes to this Agreement, or the creation or modification of any additional terms.
You acknowledge that you are able to electronically receive, download, and print this Agreement, any other terms, notices, and any other notices or documents required by, or incorporated into, this Agreement by reference, any amendments to this Agreement, or any other items required by regulation or law. Further, you agree to keep the contact information in your Account current at all times including, but not limited to, your email address, physical address, and phone number.
Use of the Application is permitted only by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, you must be at least 18 years old.
1. DEFINITIONS
1.1 “Services” means the services described in a STINTR Request for services by a STINTR’s to a STINTR Customer.
1.2 “STINTR Request” means a notice provided, through the Application, which includes a description of the services to be provided by STINTR, the time by which the STINTR Request must be completed (the “STINTR Completion Date”) and the fee associated with the STINTR Request (the “Payment”). An open request is a request for services that has not yet been accepted by a STINTR (“Open Request”). STINTRS can use the Application to review Open Requests and to indicate their availability for Open Requests. Once a STINTR has accepted a STINTR Request pursuant to Section 2, the STINTR Request will become a “STINTR Engagement”. Each STINTR Engagement constitutes a new contract between STINTR, and between the Independent Contractors and Customers.
1.3 “STINTR Mobile Application” or “Application” means the software application used by STINTR in connection with the Services.
2. STINTRs
2.1 Customer Conditional Offer Requirements and Privacy Information. Some customers may require completion of certain steps or requirements after you accept a STINTR Request before you perform the STINTR Request (“Conditional Offer Requirements”). Any Conditional Offer Requirements will be explained after you accept the STINTR Request. Failure to complete such Conditional Offer Requirements to the satisfaction of the Customer will result in your inability to perform accepted STINTR Requests. Please note that some of the Conditional Offer Requirements will require STINTR to verify information for payment to the Wallet, in order to verify your payment account to ensure the safety of your account.
2.2 Best Efforts. By registering to become a STINTR and accepting an Open Request, you agree to use your best efforts to perform the STINTR Engagement such that the Services meet the requirements and specifications of the Customer, for whom the Open Request was created. Once a STINTR (Independent Contractor) has accepted a STINTR Request, the Open Request will no longer be available for performance by other Independent Contractors who received the Open Request. By accepting an Open Request, you are entering into a binding legal agreement to provide the Services for the Payment specified in the Open Request. Do not accept an Open Request unless you are sure that: (1) you understand what you are being asked to deliver; (2) you can perform the Services identified in the Open Request; (3) you can deliver the Services in the requested time period; and if required, you can get to and from the Customer’s location. Failure to timely deliver the Services consistent with the Customer’s requirements and specifications will constitute a breach, resulting in non-payment. Further, in the event of such a breach, you will be responsible for payment of any additional fees (e.g., rush fees) or costs incurred as a result of your failure to timely complete the Open Request in accordance with the Customer requirements. You agree to not possess, sell, receive, or operate under the influence of any drugs or alcohol while performing any STINTR Engagement.
3. INDEPENDENT BUSINESS RELATIONSHIP
Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between STINTR and you or between the Customer and you. You will take no position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving STINTR that is inconsistent with your being an independent contractor (and not an employee) of STINTR. You are not the agent of STINTR, or the Customer and you are not authorized, and must not represent to any third party that you are authorized, to make any commitment or otherwise act on behalf of STINTR or the Customer.
As an independent contractor, you are solely responsible for determining which Open Requests you will choose to accept and how, when and where you will provide the Services under this Agreement.
STINTR does restrict the STINTR’s right to provide services through other parties, including competitors of the STINTR Mobile Application; STINTR expects the individual performing services as a STINTR will provide services for other parties;
STINTR (Independent Contractor) acknowledges and represents STINTR (Independent Contractor) can earn income from other sources; STINTR does not guarantee the STINTR (Independent Contractor) any minimum amount of STINTR Engagements;
STINTR does not provide a performance assessment for STINTRs (Independent Contractors), and does not oversee the actual work or instruct the individual as to how the work will be performed, or the method or process the STINTR (Independent Contractor) uses to perform services;
STINTR does not pay a salary or hourly rate but rather facilitates Campaigner’s payment of the rate set by the Campaigner;
STINTR does not terminate the work during the term of this Agreement unless the Independent Contractors violates the terms of this Agreement or fails to produce a result that meets the specifications of the Agreement;
STINTR does not provide training, tools, equipment, benefits, or expense reimbursement to the Independent Contractors;
STINTR does not dictate the time of performance;
STINTR does not combine its business operations in any way with the Independent Contractors business, but instead maintains such operations as separate and distinct. Independent Contractors shall have no legal authority to enter into contracts on STINTR’s behalf or otherwise bind STINTR in any way.
STINTR (Independent Contractor) is responsible for obtaining and maintaining any required registration, licenses, or other authorization necessary for the services Independent Contractors renders.
3.1 Benefits and Insurance. You are not entitled to or eligible for any benefits that STINTR, its parents, subsidiaries, affiliates, or other related entities may make available to its employees, such as group insurance, profit-sharing or retirement benefits. Because you are an independent contractor, STINTR will not withhold or make payments for insurance or WSIB, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on your behalf. If, notwithstanding the foregoing, you are reclassified as an employee of STINTR, or any affiliate of STINTR (“Affiliate”), by Canada Revenue Agency, or any other federal, provincial or court, you agree you will not, as the result of such classification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by either the Customer and its parents, subsidiaries, affiliates or related entities or by STINTR, its parents, subsidiaries, affiliates or other related entities.
3.2 Taxes. You are solely responsible for filing all tax returns and submitting all payments as required by any federal, or provincial government, local, or foreign tax authority arising from the payment of Payments to you under this Agreement, and you agree to do so in a timely manner. You will comply with all applicable laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability, and other contributions. You agree to indemnify STINTR for the cost of any tax liabilities incurred by STINTR as a result of your failure to pay all applicable taxes in a timely manner.
3.3 Third Party Payment Processing Services. Payment processing services for STINTR are provided by the Wallet and are subject to the Wallet Account Agreement, you agree to provide STINTR accurate and complete information about you and your business, and you authorize STINTR to share it and transaction information related to your use of the payment processing services provided by using our STINTR Wallet.
4. CONFIDENTIALITY
4.1 Use and Disclosure. From time to time, you may be given access to confidential information in the course of performing engagements that you receive through STINTR. During the term of this Agreement and at all times thereafter, you will (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining STINTR’s express prior written consent on a case-by-case basis. “Confidential Information” means any and all information related to STINTR’s or any Customer’s business (including trade secrets, technical information, business forecasts and strategies, marketing plans, customer and supplier lists, personnel information, financial data, and proprietary information of third parties including Customers) that STINTR and/or the Customer considers to be confidential or proprietary or which STINTR has a duty to treat as confidential.
4.2 Standard of Care. You will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as you protect your own confidential or proprietary information of a similar nature, and with no less than reasonable care. You agree that you will comply with the terms of the STINTR Acceptable Use Policy with respect to your use of the Service (including the STINTR Platform) which can be found at www.STINTR.com/acceptable-use-policy/. Further, you agree that you will comply with the terms of the STINTR Privacy Policy with respect to your use of the Service (including the STINTR Platform)
4.3 Exceptions. Your obligations under Sections 4.1 and 4.2 will terminate with respect to any particular information that you can prove, by clear and convincing evidence, (a) you lawfully knew prior to STINTR’s first disclosure to you, (b) a third party rightfully disclosed to you free of any confidentiality duties or obligations, or (c) is, or through no fault of you has become, generally available to the public. Additionally, you will be permitted to disclose Confidential Information to the extent that such disclosure is expressly approved in writing by STINTR, or is required by law or court order, provided that you immediately notify STINTR in writing of such required disclosure and cooperate with STINTR, at STINTR’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure, including filing motions and otherwise making appearances before a court.
4.4 Removal; Return. Upon STINTR’s request and upon any termination or expiration of this Agreement, you will promptly (a) return to STINTR or, if so, directed by STINTR, destroy all Confidential Information (in every form and medium), (b) permanently erase all electronic files containing or summarizing any Confidential Information, and (c) certify to STINTR in writing that you have fully complied with these obligations.
5. NO CONFLICTS
You represent and warrant that you are not subject to any contract or duty that would be breached by entering into or performing your obligations under this Agreement, or any STINTR Engagement, or that is otherwise inconsistent with this Agreement or any STINTR Engagement.
6. REPRESENTATIONS AND WARRANTIES
6.1 General. You represent, warrant, and covenant that:
(a) You have full right, power, and authority to enter into and perform under this Agreement without the consent of any third party (including any of your current or former employers);
(b) You will comply with all of the terms of this Agreement;
(c) You will fully conform to the Customer specifications, requirements, and other terms of any STINTR Request that you accept, and the Services delivered will be of a professional and workmanlike quality;
(d) You will comply with all applicable laws, rules, and regulations in connection with performance of the Services under this Agreement;
(e) Any workers that you may employ, engage, or otherwise retain to assist with performance of Services under this Agreement are properly classified and treated under any applicable laws and will assist with the performance of Services in a safe, lawful, and workmanlike manner.
(f) You are not providing and will not provide labor or services to STINTR for remuneration, but rather, you can use the Application to find and, if you wish, accept STINTR Requests posted by Customers.
(g) You will at all points remain free from the control and direction of STINTR in connection with your use of the Application and the Service, including during your consideration and acceptance of any STINTR Requests and during the performance of any STINTR Engagements.
(h) You recognize that STINTR is an on-demand software-driven platform and agree that STINTR Requests posted by Customers are for work that is outside the usual course of STINTR’s business.
6.2. Indemnification. You will indemnify 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 a breach by you of any representation, warranty, covenant, or obligation in this Agreement, or arising from or relating to any negligent or intentional act or omission committed by you, in connection with the performance of any STINTR engagement, which act or omission gives rise to any claim for damages against you, STINTR and/or its parents, affiliates, employees or agents. 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.
6.3 Insurance. You acknowledge that you are an independent contractor, not an employee of STINTR. As such, you acknowledge and understand that you are not covered by any insurance that may be provided by STINTR to its employees, including, without limitation, health insurance, workers compensation insurance, general liability insurance, and automobile liability insurance. STINTR requires that, as an independent contractor, you maintain workers’ compensation or occupational accident insurance for which you are solely and exclusively responsible for. Specifically, in the event that you are injured while working in the course and scope of an engagement for STINTR, you acknowledge and understand that you will not be covered by any workers compensation insurance coverage that STINTR may provide to its employees.
7. LIMITATION OF LIABILITY
IN NO EVENT WILL STINTR BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. STINTR’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AGGREGATE AMOUNT OF PAYMENTS OWED BY STINTR FOR STINTR ENGAGEMENTS PERFORMED UNDER THIS AGREEMENT DURING THE TWELVE-MONTH PERIOD PRIOR TO THE OCCURRENCE OF THE FIRST CLAIM TO GIVE RISE TO LIABILITY UNDER THIS AGREEMENT.
8. TERM & TERMINATION
8.1 Term; Termination by STINTR. This Agreement is automatically and continuously renewed for with continued use. STINTR reserves the right to terminate your access to the Application if you have not accepted a STINTR Engagement in the previous twelve calendar months, if you materially breach the Agreement or any STINTR Engagement, if you violate the law in connection with your use of the Application (or in connection with the performance of the Services) or if you have otherwise engage in conduct in using the Application that STINTR, in its sole discretion, believes in good faith to be detrimental to its business interests.
9. GENERAL PROVISIONS
9.1 Law. Except for the “Mandatory Binding Individual Arbitration and Class Action Waiver” below, this Agreement or any claim, cause of action or dispute (“Claim”) arising out of or related to this Agreement shall be governed by the laws. regardless of where you access STINTR, and notwithstanding any conflicts of law principles.
9.2 Mandatory Binding Individual Arbitration and Class Action Waiver (“Arbitration Agreement”).
The Company and Contractor mutually agree to resolve any justiciable disputes between them exclusively through final and binding arbitration instead of filing a lawsuit in court. This Arbitration Agreement shall apply to any and all claims arising out of or relating to this Contract, the Contractor’s classification as an independent contractor, Contractor’s provision of services to the Company or its Customers, the payments received by Contractor for providing services to the Company or its Customers, the termination of this Contract, and all other aspects of the Contractor’s relationship with the Company.
This Arbitration Agreement applies to claims and disputes that the Company may have against Contractor and/or that Contractor may have against the Company, and (1) its affiliates and partners (2) its officers, directors, employees, or agents in their capacity as such or otherwise, and/or (3) all successors and assigns of any of them; any and all of which may enforce this Arbitration Agreement.
9.2a Class Action Waiver. The Company and Contractor mutually agree that by entering into this Arbitration Agreement, both waive their right to have any dispute or claim brought, heard, or arbitrated as a class action and/or collective action, and an arbitrator shall not have any authority to hear or arbitrate any class and/or collective action (“Class Action Waiver”). In any case in which (1) the dispute is filed as a class and/or collective action and (2) there is a final determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction (if at all), but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.
9.2b Contractor agrees and acknowledges that entering into this Arbitration Agreement does not change Contractor’s status as an independent contractor in fact and in law, that Contractor is not an employee of the Company or the Company’s Customer and that any disputes in this regard shall be subject to arbitration.
9.3 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 Services.
10. Responding to Legal Process
STINTR may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order (“Legal Process”) that we believe to be valid. We or any Payment Method Provider (including, where applicable, the Payment Method Acquirer for the Payment Method) may deliver or hold any funds or, subject to the terms of our Privacy Policy, any Data as required under such Legal Process, even if you are receiving funds or Data on behalf of other parties. Where permitted by Law, we will make reasonable efforts to provide you Notice of such Legal Process by sending a copy to the email address we have on file for you. Wallet is not responsible for any losses, whether direct or indirect, that you may incur as a result of our response or compliance with a Legal Process.
Appendix
PAYROLL SERVICES AGREEMENT
This Services Agreement includes and incorporates by this reference the agreements and policies (collectively the “Terms of Service”) relating to the Application. STINTR reserves the right to revise this Services Agreement and the Terms of Service and all information linked to them from time to time in its sole discretion.
EMPLOYMENT RELATIONSHIP AND EMPLOYER OF RECORD
Upon accepting a STINTR Request or an Open Request that is classified as Payroll with Customer through the Application (STINTR Engagement”) solely for Payrolled STINTR Engagements. All other STINTR Engagements will be on an independent contractor basis, as outlined in the Terms of Service.
Except as otherwise stated in this Services Agreement, Payroll Company is responsible for managing payroll, taxes, government documents, benefits (if applicable) and insurance. Customer is responsible for the supervision, direction, and control of the day-to-day activities of each STINT assigned.
HIRING REPRESENTATIONS, DISCLAIMERS AND LIMITATIONS
Customer will continue to issue Open or STINTR Requests and pay for STINTR through the Application. STINTR assumes no responsibility for and shall exert no control over the projects and work assigned to STINTR. Independent Contractors acknowledges and agrees that he/she is not an employee, consultant, or independent contractor of STINTR.
Independent Contractors shall be solely responsible for the professional performance of STINTR employee work. Independent Contractors shall be solely liable for its acts, omissions, and negligence.
WALLET SERVICES
The following are the services provided by the Company for Employees assigned to Customer: (i) calculation and payment of wages (including overtime wages) based upon submitted (ii) collection, payment; (In addition, the Company shall provide and bear sole responsibility for any health or disability insurance.
PAYROLL EMPLOYEE SUPERVISION AND LIMITATIONS ON SCOPE OF EMPLOYMENT
At all times, the Customer will maintain the exclusive supervision, direction, and control of the day-to-day activities of each Independent Contractors. 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 Independent Contractors are not employees or consultants and maintains no control over any STINTR Engagement. Customer further acknowledges and agrees that Employees are (independent) employees of STINTR for purposes of payroll processing and, in some cases, the provision of certain statutorily required employee benefits, but maintains no control over the work assignments, supervision, or other terms and conditions of the working relationship except as described in this Services Agreement.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Customer is ultimately and solely responsible for the amount of any wages that are due but unpaid to each of its Independent Contractors based on the APP pricing and wage, including without limitation any wages, back wages.
EQUAL EMPLOYMENT OPPORTUNITY, WORKPLACE LAWS
STINTR is an equal opportunity employer and does not discriminate against any candidate, applicant, employee, 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 law.
POLICY AGAINST SEXUAL HARASSMENT AND OTHER ILLEGAL HARASSMENT
If any Independent Contractors believes that he/she has not been provided equal opportunity in any manner, or if Independent Contractors becomes aware of discrimination or harassment, Independent Contractors should immediately report to contact us at STINTR.
DISCLAIMERS
Notwithstanding anything to the contrary, Customer and Independent Contractors acknowledge and agree that:
1: STINTR, via the Application, is solely an online venue for buyers and sellers of services and, as such, shall not be responsible for any breach or failure to perform any other action.
2: shall not be responsible for any breach or failure to perform of any Customer or any other action.