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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:
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, and oolu will match the Contractor to Customer.
- If oolu has facilitated any of Customer’s requested background checks with respect to a particular Contractor (the “Prior Background Checks”) within 90 days prior to Customer’s request, oolu will provide those Prior Background Checks to Customer following Customer’s request for such background checks, at Customer’s sole cost. Any Prior Background Checks facilitated more than 90 days prior to Customer’s request will not be provided to Customer, and new background checks will be facilitated following Customer’s request for such background checks. Contractor may contact support@oolu.ai if it has any questions relating to background checks; however, oolu is not responsible for any background checks (other than facilitating same) or lack thereof, or for any related results.
oolu will exercise a degree of skill and care that would be expected from a competent service provider and shall use commercially reasonable efforts and such time, skills, energy, and attention as are required to satisfactorily, safely, and efficiently provide the Services.
Rights and Responsibilities of Contractor.
Upon a successful interview and application process, Contractor will be responsible for:
- entering into a written independent contractor agreement with Customer upon a successful interview and application process;
- and agreeing to the Payment Acknowledgement.
Throughout the term, Contractor will be responsible for:
- establishing and maintaining their status as a sole proprietor or a corporation; and obtaining and maintaining in good standing, at its sole cost and expense, its own applicable insurance coverage for any liability it may incur in the provision of the services to the customer, including without limitation comprehensive general liability / errors and omissions, in a limit of $2,000,000.00. The Customer may require the Contractor to maintain additional insurance coverage beyond the minimum standard required by oolu.
Contractor acknowledges that they are not an employee of oolu and that oolu will not be collecting source deductions for taxation purposes. Contractor is solely responsible for all tax obligations and filings in the applicable jurisdiction, including the remittance of source deductions if required.
The Job may have no set end date (with termination for convenience upon 30 days’ written notice to oolu and the Contractor), or Contractor may agree to extension or renewal of the term of the Job, provided that any such extension or renewal shall be subject to the same compensation and payment terms as set out in this Agreement.
Compensation.
As consideration for the Services, Contractor will be compensated based on the agreed-upon rate for the Job (whether payable to the Contractor on an hourly basis or via weekly retainer), as negotiated between Contractor and Customer. oolu will retain 5% of the Contractor’s compensation to pay oolu’s administration fees. As an example, if Contractor provides services to the Customer pursuant to the Job at an hourly rate of Cdn$100, and one hour of the Contractor’s services are provided to Customer pursuant to the Job, then oolu will facilitate payment to the Contractor in the amount of Cdn$95.
Contractor acknowledges that oolu acts solely as a processor for the payment of compensation from Customer to Contractor. oolu’s role is limited to facilitating the transfer of funds from Customer to Contractor as per the agreed-upon rate for the Job and this Agreement.
In the event that Customer fails to compensate the Contractor for performance of the Job, Contractor agrees that oolu shall have no liability or responsibility to cover any expenses, fees, or compensation owed to Contractor by Customer (collectively, the “Contractual Amounts”). Contractor must address any issues that arise regarding non-payment or insufficient compensation directly with Customer, and Contractor acknowledges and agrees that oolu’s liability in respect of any Contractual Amounts owing between Customer and Contractor is strictly limited to its role as payment processor.
Contractor agrees to indemnify and hold harmless oolu, its affiliates, and their respective directors, officers, employees, agents, and representatives from and against any and all claims, demands, causes of action, damages, costs, liabilities, and expenses, including reasonable lawyer's fees, arising out of or in connection with Customer’s failure to pay Contractor.
Any disputes regarding non-payment by Customer shall be resolved directly between Contractor and Customer. oolu shall not be a party to any such disputes and shall not be liable for any outcomes resulting from such disputes.
In the event that Customer underpays Contractor or fails to make any payment of the Contractual Amounts owing to Contractor, oolu reserves the right to terminate this Agreement. Such termination shall be effective immediately upon written notice to Contractor.
Expenses.
Unless the relevant party obtains prior written authorization from the other party prior to incurring such expenses, each party shall be responsible for all expenses incurred by him, her, or it, whether related directly or indirectly to the performance of the Services. oolu will only process compensation due to oolu and/or Contractor as set out in Section 3. In the event Contractor desires to unblur, unlock or be matched to potential open job opportunities on oolu’s platform, Contractor will pay a fee to oolu as set out on oolu’s platform.
Statutory Payments.
oolu shall not be responsible for any Canada Pension Plan, Employment Insurance or any other contributions or deductions associated with the Services.
Prohibition on Direct Engagement with Customers.
Contractor agrees that they shall not engage with any Customer introduced to them by oolu for the purpose of providing services related to the Job without the involvement of oolu, during the term of this Agreement and for a period of 12 months following the termination or expiration of this Agreement.
Should Contractor breach this Section 6 and directly engage with Customer, oolu reserves the right to terminate this Agreement, with such termination being effective immediately upon written notice to Contractor, and Contractor shall be permanently banned from using oolu’s platform and the Services.
Contractor shall promptly notify oolu if they are approached by a Customer for direct engagement or if they become aware of any circumstances that may lead to a breach of this Section 6.
Contractor Rating.
Customer will be asked to rate their experience with Contractor out of five at regular intervals during the Job and upon completion of the Job. The rating information will not be publicized and will only be held for internal use by oolu to ensure the quality of Contractors. If the ratings fall below three out of five, oolu reserves the right to remove Contractor from oolu’s platform. Contractor agrees that the rating process is a tool for quality control within oolu and does not constitute a formal evaluation or endorsement by oolu.
Indemnity.
Except as otherwise provided above and herein, each party shall indemnify and hold harmless the other party from all claims, demands and causes of action of any third party for any damage, cost, liability and expenses, including reasonable lawyer’s fees, arising from or in connection with the first party’s failure to comply with this Agreement, negligence or wilful misconduct.
Disclaimer.
Although oolu will use its best efforts to match Contractor to a Customer, oolu cannot guarantee that any match of Contractor to a Customer will occur. To the fullest extent possible under applicable law, oolu does not make any, and disclaims all, representations, warranties, and guarantees, of any kind, whether express or implied, with respect to the Services and/or any Customer it matches to Contractor, including with respect to a
Contractor’s background and performance pursuant to the Job. Additionally, unless otherwise expressly stated, no part of the Services shall be construed as providing advice (professional or otherwise) to Contractor.
Liability; Limitation of Liability.
IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES, INDEPENDENT CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, AS APPLICABLE, BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR LOST BUSINESS OPPORTUNITY) THAT THE FORMER PARTY MAY INCUR OR EXPERIENCE BY REASON OF HIS, HER, OR ITS HAVING ENTERED INTO OR RELIED ON THIS AGREEMENT, OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, EVEN IF EITHER PARTY WAS ADVISED OR KNEW OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION WILL APPLY REGARDLESS OF THE FORM OF THE CLAIM(S), IN WHICH SUCH LIABILITY MAY BE ASSERTED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.
Protection of Personal Information.
Each party acknowledges that any information concerning the Contractor may be subject to requirements of the Personal Information Protection and Electronic Documents Act (Canada), as amended from time to time, and/or any other applicable federal, state, provincial, or territorial legislation (collectively, the “Privacy Legislation”). Each party agrees and covenants with the other party that it will comply with the Privacy Legislation in all respects with respect to the Contractor and the Contractor’s personal information (being information of an identifiable individual), including the collection, use, storage and disclosure of the Contractor’s personal information.
Term.
This Agreement shall commence on the Effective Date and shall continue until terminated in accordance with this Agreement.
Termination.
This Agreement may be terminated by either party on 30 days’ written notice to the other party or such other time period as may be agreed to in writing by the parties.
Confidentiality.
For the purposes of this Agreement, “Confidential Information” shall mean any and all non-public information, including plans, models, ideas, processes, systems, procedures, techniques, expenses, and any other data or information disclosed by a party (in this Section, the “Disclosing Party”) to another party (in this Section, the “Receiving Party”) or of which the Receiving Party may otherwise acquire, see, or be informed of as a direct or indirect consequence of this Agreement, in connection with or relating to the Disclosing Party or this Agreement, regardless of whether such information is specifically designated as confidential and regardless of whether such information is in written, oral, electronic, or other form.
Confidential Information does not include information which the Receiving Party can demonstrate: (a) is or becomes publicly available through no action or fault of the Receiving Party; (b) was known to the Receiving Party prior to the time of disclosure; (c) was received from a third party that was not under an obligation of confidentiality to the Disclosing Party with respect to such information; (d) was developed independently; or (e) which is required to be disclosed or offered in evidence in legal proceedings provided that the party involved in such proceeding provides prompt prior written notification to the other party of the requirement for such disclosure so as to permit such other party to take, at its own expense, any steps it may deem appropriate for the preservation of the confidentiality.
- All Confidential Information disclosed to the Receiving Party is and shall remain the property of the Disclosing Party and shall not be copied, reproduced or used in any manner for any purpose outside of the terms hereof, without the express prior written permission of the Disclosing Party.
- The Receiving Party agrees to keep in confidence and shall not distribute, disclose, disseminate, or use, for its own benefit or for the benefit of others, in any manner or form, any Confidential Information received from the Disclosing Party, including any purpose outside of the terms hereof, or using Confidential Information disclosed hereunder, unless and to the extent specifically authorized in writing by the Disclosing Party. The Receiving Party shall use its best efforts to protect and guard the Confidential Information from disclosure and/or use by any person in violation of this Agreement in no less than the same manner as it treats its own Confidential Information.
- No license or conveyance of any rights to the Receiving Party under any discoveries, inventions, trade secrets or patents now or hereinafter obtained is granted, agreed to be granted, or implied by either this Agreement or the transmission of Confidential Information.
- The Receiving Party shall ensure that any director, officer, independent contractor, employee or agent of the Receiving Party having access to Confidential Information shall undertake an obligation of confidentiality sufficient to enable the Receiving Party to comply with all of the terms of this Agreement and prevent the disclosure and/or use of the Confidential Information by any such person. The Receiving Party will be responsible for breaches of this Agreement by any such person as if such persons were a party hereto.
- Upon the earlier of: (i) the termination or expiration of this Agreement; or (ii) the written request of the Disclosing Party, the Receiving Party, at its sole cost, shall return to the Disclosing Party all originals, copies, and summaries of documents, materials, and all other tangible manifestations of Confidential Information in the possession or control of the Receiving Party. Notwithstanding the foregoing, no party shall be required to destroy or alter any computer archival/backup tapes or files, but such tapes or files shall be retained in accordance with the provisions of this Section.
Disputes.
- In the event of a dispute regarding this Agreement or any portion hereof, either party may provide written notice (the “Dispute Notice”) of such dispute to the other party. The parties shall then use best efforts to resolve the dispute within 30 days of receipt of the Dispute Notice.
- If the dispute is not resolved within 30 days of receipt of the Dispute Notice, or such other period as the parties may agree in writing, either disputing party shall serve written notice upon the other party of its request to mediate the dispute (the “Mediation Request”). Where a party has served a Mediation Request, such party shall nominate a mediator.
- If the parties cannot: (i) agree to mediate; (ii) agree upon a mediator; and (iii) resolve the dispute within 30 days of receipt of the Mediation Request, then the disputing party may provide its written notice of its intent to arbitrate the dispute (the “Arbitration Notice”). Any unresolved dispute which is subject of an Arbitration Notice shall be settled by arbitration before a single arbitrator. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Such decision shall be final and binding on the parties. The arbitration proceedings shall be conducted in English and occur in Edmonton, Alberta or such other jurisdiction as the parties may agree upon in writing.
Notice.
Any notice under this Agreement shall be effectively given if delivered personally or sent by registered mail. The names and addresses of the parties are as follows (and may be amended from time to time by providing notice to the other party as set out in this Section):
If to oolu:
2353098 Alberta Ltd. dba oolu
Suite 2020, Rice Howard Place, Tower 1, 10060 Jasper Avenue
Edmonton, Alberta, Canada T5J 3R8
Attention: Terri Davis
If to Contractor:
To the address set out in Contractor’s account or profile associated with the Services.
Nature of This Agreement.
oolu is, and shall be, an independent contractor, and nothing herein contained shall be construed so as to create an agency relationship, an employment relationship, a partnership or a joint venture between Contractor and oolu. During the term of this Agreement, Contractor shall not treat or hold oolu out as an employee of Contractor, nor represent that oolu performs services on behalf of Contractor on an exclusive basis.
Assignment.
Neither party shall assign or transfer any interest or delegate any responsibility arising out of this Agreement without the prior written consent of the other party.
Waiver.
The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either party.
Modifications.
Any modification or amendments to this Agreement shall be mutually agreed upon by both parties in writing.
Binding Effect.
This Agreement shall be binding upon the parties to this Agreement and their respective successors and permitted assigns, as applicable.
Unenforceability.
The invalidity, illegality or unenforceability of any provision shall not in any way affect the validity, legality or enforceability of the remaining provisions of this Agreement.
Survival.
Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 14, 15, 16, 17, 21, 22, 23, 24, and 25 of this Agreement, and any other section of this Agreement (or portion thereof) that ought reasonably to survive termination or expiration will survive the termination or expiration of this Agreement. Specifically, provision of the Services will cease upon termination or expiration of this Agreement, but all rights and obligations accrued up to the date of termination, and any payment obligations due to oolu as a result of matching a Contractor to Customer for a Job or otherwise in accordance with this Agreement, will survive any termination of this Agreement.
Governing Law.
This Agreement will be governed by the laws of the Province of Alberta and the laws of Canada applicable therein, without regard to conflict of laws principles. The parties agree to the exclusive jurisdiction of the courts of the Province of Alberta, judicial district of Edmonton.
Entire Agreement.
This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior negotiations, representations or agreements, either written or oral, between the parties.
