1.1. You affirm that you have read this Agreement carefully, before providing Services to any Client and acknowledge and agree that You will abide by this Agreement in providing the Services. If at any time you are no longer willing to adhere to the terms of this Agreement, You will immediately notify us and complete any outstanding Services in accordance with the terms of this Agreement.
1.2. We expect to need to update or amend this Agreement from time to time (“Amended Agreement”). We will communicate these changes to You via e-mail or through a notice on our Platform at https://plentific.com/ (“Platform”), or Platform or in any other manner You have agreed to receive notices from us. The Amended Agreement will apply to our relationship and all Services you provide after receiving notice of the Amended Agreement.
1.3. You are solely responsible and liable for all Services that you provide to Clients and for all employees or sub-contractors you engage to assist with providing the Services.
1.4. Plentific may provide you with access to the Platform and functionality enabled for contractors such as You from time to time. Such functionality may include presentation of Client requests for professional services, enabling bids to be submitted in response to such requests, and/or providing a mechanism for billing and/or payment. Any and all Platform functionality may be removed, added or modified in Plentific’s sole and exclusive discretion.
1.5. Plentific has the sole and exclusive discretion whether to allow You to access the Platform and/or continue to have such access. Even if there has been no violation of this Agreement, Plentific may elect, in its sole and exclusive discretion, to terminate Your access and this Agreement, provided that the Agreement shall continue to apply to and until completion of any outstanding Services. Your sole and exclusive recourse in the event of termination by Plentific is a refund of any fees paid for a time period subsequent to termination of your access.
1.6. Without limitation, You acknowledge and agree that:
1.6.1. Users take sole and absolute responsibility for their use of the Platform and interactions with other Users.
1.6.2. Use of the Platform and interaction with other Users is at your own risk.
1.6.3. Plentific does not own, have any interest in or control any Client that uses the Platform, and does not own, have any interest in or control any property for which professional services may be requested through the Platform.
1.6.4. Plentific does not act as an agent or general contractor for You or any Client.
1.6.5. Plentific provides terms for use of the Platform which may contain certain standards and requirements for use of the Platform and/or information submitted by Users. Plentific does not have a specific policy for review of User conduct nor any obligation to Users to enforce any terms applicable to the Platform, which Plentific may elect to do or not, in its sole and exclusive discretion. Under no circumstances does Plentific guarantee that any User has complied with any terms.
1.6.6. Plentific does not make any representations as to the information provided by a User, including but not limited to whether such information is accurate.
1.6.7. Plentific is not involved in and has no control over User interactions, and Plentific has no responsibility for same. Without limitation, Plentific has no control over any Clients’ decision whether or not to hire You and shall have no liability whatsoever in the event that You are not hired by any Clients.
1.6.8. Users may agree to adhere to various terms as governing their relationship with each other and/or with respect to the Platform. Plentific has no responsibility for or control over any such agreements, which may impose additional obligations upon You.
2.1. Access to the Platform may require You to provide the following information and/or such other information as Plentific may determine in its sole and exclusive discretion:
2.1.1. Information required by third parties involved with providing the Platform, such as payment processors;
2.1.2. details regarding the types of services that You are qualified to provide (“Service Criteria”);
2.1.3. details of the service categories selected by You from time to time from our list of service types (“Service Types”);
2.1.4. verification documents to meet ‘know your client’ requirements;
2.1.5. verification documents to meet requirements relating to payments, taxes, insurance, compliance and legal matters such as:
22.214.171.124. whether You are a corporation, limited partnership or limited liability company (a “Business”) and state of formation;
126.96.36.199. Government issued identification numbers and contact information;
188.8.131.52. if You are a Business, the names of owners, interest holders or persons capable of controlling the Business;
184.108.40.206. taxpayer identification numbers or any sales tax exemption number or certificate;
3.1. To access the Platform You must obtain and provide to Plentific a certificate of insurance evidencing statutory worker’s compensation insurance, and comprehensive general liability insurance with a combined single limit of not less than $1,000,000, that names Plentific as an additional insured, that provides such insurance will not be terminated or amended except after thirty (30) days’ prior written notice to Plentific.
3.2. You will notify Plentific by written notice delivered not less than thirty (30) days prior to any amendment or termination of the insurance required pursuant to this Agreement.
3.3. You acknowledge and agree that the insurance requirements may be modified by Us in our sole and exclusive discretion.
CREDIT AND BACKGROUND CHECKS
4.1. We may independently verify information provided by You, including through credit reports or background checks using an independent third party. Such verification may require additional disclosures and/or consents by You.
FEES FOR USE OF PLATFORM
5.1. Plentific charges fees to use certain functionality in the Platform. Whether a function requires payment of a fee and the amount is determined by Plentific in its sole and exclusive discretion and may be set and/or modified by Plentific from time to time.
5.2. Platform use fees are paid by applying Service Credits. Service Credits are purchased on the Platform. Plentific sets the price for a ‘Service Credit’ from time to time in its sole and exclusive discretion. Prices are published on the Plentific Platform, or presented to You by alternative means.
5.3. Your account must contain a minimum number of Service Credits to stay active. Plentific sets the minimum amount of Service Credits required to keep an account active from time to time in its sole and exclusive discretion. The amount is published on the Plentific Platform, or presented to You by alternative means. The payment information You provide to purchase Services Credits to activate Your account will be used to replenish Your account if it drops below the minimum unless you deliver written notice to Plentific terminating such authority which shall result in suspension or termination of Your account, in our sole and exclusive discretion.
5.4. If for any reason We are not able to take payment, We may terminate or suspend your account, in Our sole and exclusive discretion. Amounts paid for Service Credits are not refundable by Plentific.
RESPONDING TO SERVICE REQUESTS
6.1. If you have an active account, you may be notified from time to time about Services requests in Your selected Service Types which match your Service Criteria (each a “Job”).
6.2. Service Credits are required to respond to, or “bid” on, a Services request. The number of Services credits is specified for each Job and will be deducted from your account when You submit a bid. If a Client cancels a Job before award of the Job, the Services Credits deducted from Your account will be restored.
6.3. You acknowledge and agree that Plentific has no authority or control over a Client’s Services request or a Client’s review of or decision with respect to any bids, and that a Client’s decision regarding a bid for a Job is solely within the discretion of the Client. You acknowledge and agree that use of Services Credit to submit a bid does not mean that You will be awarded the Job and Plentific provides no assurance that the Client will select You for the Job.
6.4. You understand that upon acceptance of Your bid by the Client, You will have a contractual obligation with the Client under the terms of Your bid. You understand that such contractual obligation does not include or involve Plentific but is a separate agreement between you and the Client.
CHARGES AND PAYMENT TERMS
7.1. The amount You will be paid for the Services (the “Fee”) is determined and agreed upon by You and the Client. You acknowledge that Plentific may act on behalf of the Client in effecting payment at their direction, but that Plentific is NOT responsible for the Client’s decisions, conduct or obligations in any way.
7.2. Unless otherwise agreed by You and Plentific, we will facilitate payment of the Fee for a Job when the Client notifies us that the Job is completely performed and pays to us (or our payment processor) an amount equal to the fee for that Job, except to the extent the applicable law requires another method and/or schedule for payment. Notwithstanding any provision of this Agreement or any other agreement, You acknowledge and agree that Plentific has no liability or responsibility to pay You the Fee except to the extent funds are paid to Plentific by the Client for the subject Job.
7.3. We will retain an amount equal to 10% of the Fee (the “Service Charge”) (or such other percentage as we agree with You in writing from time to time) in consideration for Your use of the Platform. We will deliver the balance of the Fee (less the Service Charge) to You within 14 days after our receipt of the Fee from the Client. If the agreement between you and the Client allows for payment for a Job by installments then this clause will apply to each installment.
7.4. All of our charges, including the Service Charge, are subject to applicable sales and use taxes which will be Your responsibility and charged to your account, unless otherwise agreed to by us in writing. Plentific may collect and remit to the applicable governmental authority sales taxes applicable to the Fee. If such sales taxes are collected by Plentific, Plentific shall describe in your invoice from Plentific the amount of sales taxes collected and remitted to the subject governmental authority. Notwithstanding any conflicting provision of this Agreement, You shall be solely responsible and liable for any sales taxes applicable to any Job except to the extent that Plentific has collected and remitted such sales taxes as provided above.
7.5. We may in our sole discretion change the amount of or method for calculating the Service Charge by giving you 30 days’ prior notice, after which time such modified Service Charge will be applicable to You, or Your account may be deactivated in our sole and exclusive discretion.
7.6. By entering into this Agreement you accept the terms and conditions of the payment processor used by Plentific and that such terms and conditions shall apply to all payments made under this Agreement. You acknowledge and agree that if Plentific changes its payment processor, You will be required to accept the terms and conditions of such other payment processor. You will be notified of changes to a payment processor in the same manner as an amendment. If You do not want to use the payment processor, you may cancel your account, but shall remain obligated for your agreements prior to that time including but not limited to your agreement to complete applicable Services.
7.7. You shall be solely responsible for providing the Client with all documentation You deem necessary or desirable in order to assert or preserve your rights under your agreement with the Client or the law, including but not limited to any lien rights you might have. Plentific shall not have any obligation, responsibility or liability to You in connection with your rights related to a Job, whether such rights are pursuant to the agreement with the client or the law.
8.1. By registering with Us you confirm that the following are and will remain true statements:
8.1.1. You have the authority to enter into this Agreement.
8.1.2. You, your employees and subcontractors are qualified to perform the Services described in Your profile and/or Contractor Information, including, but not limited to any licenses, governmental approvals, trade memberships and professional experience required to provide Service Types and Service Criteria. You will comply with all applicable law including but not limited to requirements of applicable regulatory or licensing agencies.
8.2. You will:
8.2.1. Deal with Plentific and all Users in a timely and professional manner;
8.2.2. Only bid on Jobs that You are qualified to perform in accordance with industry standards and the law;
8.2.3. Only contract with Clients you have been introduced to via the Platform through the Platform;
8.2.5. Comply with all applicable laws relating to the provision of any Services including without limitation all laws, statutes, regulations and codes relating to licensing, release and disposal of hazardous materials, environmental matters, wage and labor matters, anti-bribery and corruption, including obtaining and maintaining all licenses, consents, authorities and insurances that are either required by applicable law or governmental regulation or in accordance with standard industry practice for the subject Service; and
8.2.6. Be responsible for compliance with terms and conditions of this Agreement by your employees and agents (including if applicable, sub-contractors) in connection with your use of the Platform or any Job.
8.3. You must:
8.3.1. Inform Us immediately if Your Service Criteria or Service Types change; and
8.3.2. notify us if you would like to cancel a quote or bid, but you acknowledge and agree that You will not have any right to cancel a bid after it is accepted by a Client through the Platform.
8.4. Except for payments Plentific receives from Clients for your Services, which will be paid to You in accordance with this Agreement, You are solely responsible for obtaining payment or enforcing any rights You may have with respect to a Client. You and Client are solely responsible for the preparation and delivery of any income tax forms, documents and information related to the performance of the Service, including Form 1099-MISC if applicable.
8.5. Without limitation of any other provision of the Agreement, You represent and warrant that:
8.5.1. You have not offered, promised, given or agreed to give and shall not during the term of this Agreement offer, promise, give or agree to give to any person any bribe on behalf of Client or otherwise with the object of obtaining a business advantage for Us, Client or otherwise;
8.5.2. You will not engage in any activity or practice which would constitute an offence under any applicable Anti-bribery and corruption laws, including but not limited to the United States Foreign Corrupt Practices Act of 1977, the United Kingdom’s Bribery Act 2010 and Canada’s Corruption of Public Officials Act, and that You shall not cause Us or Client to be in breach of any of the applicable Anti-bribery and corruption laws;
8.5.3. You have and during the term of this Agreement will maintain in place Your own policies and procedures to ensure compliance with any applicable Anti- bribery and corruption laws;
8.5.4. You will ensure that any person who performs or has performed services for or on Your behalf (“Associated Persons”) in connection with this Agreement complies with this Section;
8.5.5. You will not enter into any agreement with any Associated Person in connection with this Agreement, unless such agreement contains undertakings on the same terms as contained in this Section;
8.5.6. You have and will maintain in place effective accounting procedures and internal controls necessary to record all expenditures in connection with this Agreement;
8.5.7. You will report to Us and Client as soon as practicable any request or demand for any improper payments or other improper advantage of any kind received by Trade Partner from Client or any other person in connection with the performance of this Agreement; and
8.5.8. You will notify us and the Client as soon as practicable of any breach of any of the undertakings contained in this Section of which You become aware.
9.1. You are responsible for ensuring that all information that is published on the Platform about You and/or provided to Plentific (‘Contractor Information’) is at all times accurate, lawful, correct and not misleading and that you have the rights required to publish it on the Platform. You are solely responsible for timely updating the Contractor Information and you agree that we are entitled to request regular updates of the Contractor Information from you. In particular, You will ensure that:
9.1.1. The information provided by You as part of Our verification procedures is current and that you notify us of any changes in the people that own Your business; and
9.1.2. You have the right to use or publish any photographs that You upload to the Platform.
9.1.3. You grant to Us the right to publish Your Contractor Information on the Platform and to revise the Contractor Information as appropriate in our reasonable discretion.
9.1.4. You agree to Our use of search engine optimization services and other mechanisms including use of Your name, tradenames or any brands used in connection with your Services.
9.1.5. You acknowledge and agree that no URL links are permitted on your Contractor Page unless specifically identified as an option in the Platform.
HIGH CONTRACTOR STANDARDS
10.1. You agree that you will not contact (except through the Platform) a Client to whom you have been introduced by us (other than as necessary to complete a Job that has been awarded to you via the Platform). You acknowledge and agree that if You breach this clause then We shall be entitled to estimate the fee that we would have charged in respect of a Job with the Client and either to recover that amount from you or to subtract it from sums that We owe to You, except to the extent prohibited by law.
10.2. You agree to provide quality services for each Job you agree to perform, and to deal promptly with any enquiries, matters or issues relating to the Platform or your Services.
10.3. You are solely responsible for your obligations arising from agreements between You and any Client, including any damages, costs or expenses which arise from a breach. You hereby agree to indemnify, defend and hold Plentific harmless from any action claims, liabilities, damages, costs and expenses, including reasonable attorneys’ fees and costs, arising from your use of the Platform, and agreement or responsibility assumed by you through use of the Platform.
10.4. We shall refer any complaint that we receive about You to You. You agree to contact the complainant with respect to each complaint within 48 hours of Your receipt of notice thereof. You agree to use all reasonable efforts to resolve any complaints within 14 days of your notice of such complaint and You will keep Plentific informed of the progress and status of any complaints.
10.5. Our Platform may include a reviewing feature upon which Users may post publicly viewable reviews about their experiences in relation to Services provided by You. You acknowledge that Plentific is not responsible for any such reviews. You can reply to reviews and You promise that all replies will be polite, professional, non-threatening, non-confrontational. We reserve the right to remove or amend your replies if they do not meet these requirements. Plentific will consider any complaints by You regarding such reviews but is not obligated to take any action regarding same.
YOUR PLENTIFIC ACCOUNT STATUS
12.1. We will notify you by e-mail when your account becomes active or if we are unable to make your account active.
12.2. You understand that in certain circumstances at the discretion of Plentific, Plentific may change your account status and the services that we provide to You as follows:
12.2.1. Active: you can access our full service on the Platform;
12.2.2. Paused: You do not receive information as to new Services requests but can use our Platform to manage existing Jobs;
12.2.3. Suspended: You cannot access any new or existing Jobs; and
12.2.4. Deactivated: You no longer have access to your account. We may give you this status if you are in breach of important obligations.
12.3. You acknowledge and agree that we may terminate your account in our sole and exclusive discretion, subject to any continuing Jobs which shall continue to be governed by this Agreement until complete.
12.4. A change in status will not affect any amounts held on your account in respect of Service Credits.
12.5. If you notify us that you no longer wish to hold an account with us, then we shall as soon as practicable, delete your account and remove your content from our Platform, except to the extent of any continuing Jobs which You agreed to complete and shall continue to be governed by this Agreement until complete.
13.1. As a result of our business relationship, we will each have access to the other’s confidential information. We agree to use that information solely for the purposes of this Agreement and to protect the information to at least the same levels as those that we apply to our own information.
14.1. Except to the extent prohibited by applicable law, Our liability to you arising under this Agreement shall be limited solely to direct losses you incur as a result of Our breach of our obligations under this Agreement, and the aggregate amount of Our liability to You hereunder (regardless as to the number of claimed breaches of Our obligations) shall not be greater than an amount equal to the amounts paid by You for our services under this Agreement in the twelve months preceding the claim. For the avoidance of doubt, You waive any consequential damages or penalties arising from any services provided by Plentific hereunder or any breach of Plentific’s obligations hereunder. YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY CLIENT CONDUCT, INCLUDING BUT NOT LIMITED TO NON-PAYMENT. YOU ACKNOWLEDGE AND AGREE THAT WE ARE PROVIDING AN INTERNET BASED PLATFORM TO FACILITATE INTERACTION BETWEEN CLIENTS AND SERVICE PROVIDERS AND HAVE NO RESPONSIBILITY FOR EITHER.
15.1. All rights to the Platform and the content on it (except for your content) and all other intellectual property rights belonging to or licensed to Plentific remain vested in Plentific at all times. Nothing in this Agreement shall give You any rights in respect of any such intellectual property rights.
15.2. Any communications with Us should, wherever possible, be by way of our Platform. We will use the contact details that are included in your account details. Notices and other communications hereunder shall be (i) in writing, (ii) delivered to the email address set forth in Your account details or otherwise provided in accordance with the Agreement; and (iii) is deemed delivered on the date the email transmission. A party’s notice address may be changed by written notice to the other party.
15.3. We are independent contractors dealing at arm’s length. Nothing in this Agreement shall make us partners, joint venturers or co-owners or shall make You our agent.
15.4. You may not assign or transfer your rights under this Agreement to anyone else without our consent.
15.5. A person who is not a party to this Agreement has no right to enforce any term of this Agreement.
15.6. Any failure by Us to exercise our rights under this Agreement will not prevent us from exercising those rights subsequently.
15.7. If any term of this Agreement is found to be illegal, invalid or unenforceable under any applicable law, that term shall be deleted and shall not affect the legality, validity or enforceability of the remaining terms.
15.8. This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing. No third party, including Clients, has the right to make any agreement on our behalf.
15.9. All aspects of Our relationship, including this Agreement shall be governed and interpreted in accordance with the laws of the State of New York. You hereby consent and submit to the jurisdiction of any state or federal court located in New York, State of New York, in which any legal proceeding may be commenced or pending relating in any manner to this Agreement. For the avoidance of doubt, the jurisdiction applicable to your agreement with a Client is not governed by this Section.