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candidate agreement
CANDIDATE AGREEMENT
(the “Agreement”)
Contractor has agreed to contract Services (defined in Section 1) from oolu, and oolu has agreed to provide such Services, subject to the terms, conditions and covenants herein contained.
In consideration of the foregoing recitals and the covenants and the conditions set forth in this Agreement, the parties agree as follows:
1. Scope of Services
oolu will diligently and in a professional manner provide the following services to Contractor (the “Services”):
- oolu may identify potential open job opportunities (each, a “Job”) for Contractor to fill as an independent contractor to work with a third-party client (each, a “Customer”).
- Provided that the Contractor consents to be matched with Customer, oolu will facilitate any third-party background checks that Customer selects (e.g. criminal, credit, education, professional designation, social media, vulnerable sector, references, personality and/or behavioral assessments) at Customer’s sole cost.
- Contractor may choose to have oolu facilitate third-party background checks prior to Customer request at Contractor’s sole cost.
- If oolu has facilitated any Customer or Contractor requested background checks within 90 days prior to Customer’s request (the “Prior Background Checks”), those Prior Background Checks may be provided to Customer at Customer’s sole cost. Background checks older than 90 days will not be reused and new checks will be facilitated at Customer’s cost.
Contractor may contact support@oolu.ai with questions relating to background checks. oolu is not responsible for the results of any background checks beyond facilitating them.
oolu will exercise a degree of skill and care expected of a competent service provider and use commercially reasonable efforts to provide the Services.
2. Rights and Responsibilities of Contractor
Upon a successful interview and application process, Contractor will:
- Enter into a written independent contractor agreement with Customer.
- Agree to the Payment Acknowledgement.
Throughout the term of this Agreement, Contractor will:
- Establish and maintain status as a sole proprietor or corporation.
- Obtain and maintain insurance coverage at its sole expense, including comprehensive general liability and/or errors and omissions insurance with a minimum limit of $2,000,000. The Customer may require additional coverage.
Contractor acknowledges that they are not an employee of oolu. oolu will not collect source deductions. Contractor is solely responsible for all tax obligations, filings, and applicable sales tax remittance.
The Job may have no set end date and may be terminated for convenience upon 30 days’ written notice. Extensions or renewals remain subject to the same compensation and payment terms set out in this Agreement.
3. Compensation
Contractor will be compensated based on the agreed-upon rate negotiated with Customer (hourly or weekly retainer).
oolu will retain 5% of the Contractor’s compensation as an administration fee.
Example: If Contractor provides services at Cdn$100/hour, Contractor will receive Cdn$95 plus applicable sales tax.
oolu acts solely as a processor facilitating payment from Customer to Contractor.
If Customer fails to compensate Contractor, oolu has no liability for unpaid amounts (“Contractual Amounts”). Contractor must address non-payment directly with Customer.
Contractor agrees to indemnify and hold harmless oolu from any claims arising from Customer’s failure to pay.
oolu may terminate this Agreement immediately upon written notice if Customer underpays or fails to make payment.
4. Expenses
Unless prior written authorization is obtained, each party is responsible for its own expenses.
If Contractor chooses to unblur, unlock, or be matched to potential Jobs on the platform, Contractor will pay the applicable platform fee.
5. Statutory Payments
oolu is not responsible for Canada Pension Plan, Employment Insurance, or other statutory contributions.
6. Prohibition on Direct Engagement with Customers
Contractor shall not directly engage with any Customer introduced by oolu for services related to the Job during the term of this Agreement and for 12 months following termination.
If Contractor breaches this section:
- oolu may terminate this Agreement immediately.
- Contractor may be permanently banned from the platform.
Contractor must notify oolu if approached for direct engagement.
7. Contractor Rating
Customers may rate Contractor performance internally during and after a Job.
Ratings are not public. If ratings fall below 3 out of 5, oolu may remove Contractor from the platform.
8. Indemnity
Each party will indemnify and hold harmless the other party from third-party claims arising from breach of this Agreement, negligence, or wilful misconduct.
9. Disclaimer
oolu does not guarantee any match between Contractor and Customer.
To the fullest extent permitted by law, oolu disclaims all representations, warranties, and guarantees regarding the Services or Customers.
10. Limitation of Liability
Neither party shall be liable for indirect, incidental, punitive, special, or consequential damages, including lost profits or business opportunity, arising from this Agreement.
11. Protection of Personal Information
Each party will comply with applicable privacy legislation, including the Personal Information Protection and Electronic Documents Act (Canada), with respect to personal information collected, used, stored, or disclosed.
12. Term
This Agreement commences on the Effective Date and continues until terminated in accordance with this Agreement.
13. Termination
Either party may terminate this Agreement upon 30 days’ written notice unless otherwise agreed in writing.
14. Confidentiality
“Confidential Information” includes all non-public information disclosed in connection with this Agreement.
Confidential Information does not include information that:
- Becomes publicly available without breach,
- Was previously known,
- Was received lawfully from a third party,
- Was independently developed,
- Must be disclosed by law (with notice provided where possible).
The Receiving Party must:
- Protect Confidential Information,
- Not disclose or use it outside this Agreement,
- Ensure personnel comply with confidentiality obligations,
- Return materials upon termination.
15. Disputes
Disputes will be addressed as follows:
- Written dispute notice and 30-day informal resolution period.
- Mediation if unresolved.
- Arbitration before a single arbitrator in Edmonton, Alberta if mediation fails.
The arbitrator’s decision will be final and binding.
16. Notice
Notices must be delivered personally or by registered mail.
If to oolu:
2353098 Alberta Ltd. dba oolu
Suite 2020, Rice Howard Place, Tower 1
10060 Jasper Avenue
Edmonton, Alberta T5J 3R8
Attention: Terri Davis
If to Contractor:
To the address set out in Contractor’s account or profile.
17. Nature of This Agreement
oolu is an independent contractor. Nothing in this Agreement creates an employment, partnership, agency, or joint venture relationship.
18. Assignment
Neither party may assign this Agreement without prior written consent.
19. Waiver
Failure to enforce a provision does not waive future enforcement.
20. Modifications
Modifications must be agreed to in writing by both parties.
21. Binding Effect
This Agreement binds the parties and their permitted successors and assigns.
22. Unenforceability
If any provision is invalid, the remainder of the Agreement remains in effect.
23. Survival
Sections that reasonably should survive termination will survive, including payment obligations.
24. Governing Law
This Agreement is governed by the laws of Alberta, Canada.
25. Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations and agreements.
