Last Revised: November 2, 2023
This Agreement Between Professional & Spontaneous Paid Opportunities Today Inc. For Use Of Spontaneous Paid Opportunities Today Inc. Service (the “Agreement”) constitutes a binding agreement between you, an independent professional (“you” or “I”) and Spontaneous Paid Opportunities Today Inc. (“Spotwork” “us” or “we”) governing your use of the Service (as defined in the Spotwork End User License Agreement available at www.spotwork.co) to provide freelance services as an independent contractor to third parties (“Requesters”). You hereby agree: (a) to comply with this Agreement; and (b) that you have read, understand, and agree to (i) the Spotwork End User License Agreement (“EULA”), (ii) the Spotwork Privacy Policy (the “Privacy Policy”), each of which are incorporated into this Agreement by reference. If there is a conflict between this Agreement and the EULA or Privacy Policy, then this Agreement will govern with respect to the conflicting terms only. Capitalized terms used but not defined in this Agreement have the meaning specified in the EULA. The parties hereby agree as follows:
Spotwork reserves the right to change this Agreement, and to add additional terms at any time, effective upon making the modified provisions available on the Service or by notifying you directly. You are responsible for regularly reviewing the Agreement for modifications and updates to its terms. Continued use of the Service after any such changes are made to this Agreement shall constitute your consent to such changes. Other than making the changes available on the Service, Spotwork does not assume any obligation to notify you of any changes to this Agreement, or the creation or modification of any additional terms.
Independent Professional. By agreeing to this Agreement, you are asserting that you are an independent professional and entrepreneur who wishes to: (a) digitize and modernize your business; (b) be introduced to potential new clients by Spotwork; and (c) engage Spotwork for its Service to accomplish these entrepreneurial goals.
Spotwork is Solely a Venue for Communications. Spotwork is a communications platform for enabling the connection between you and Requesters. Spotwork does not itself provide professional services. Spotwork offers tools, information, and a method for Requesters to obtain, and you to provide, services, but does not, nor does it intend to, provide such professional services. Spotwork and you intend for you to provide services to Requesters strictly as an independent contractor, and not as employees, workers, agents, joint ventures, partners or franchisees of Spotwork or the Requester for any purpose.
Project. 3.1 From time to time, Requesters will post proposed projects via the Spotwork website or mobile phone application, setting forth the nature of the services required (the “Project”). A Project proposed may include desired skills, location, date, start time (as applicable), project length (as applicable), pay rate and any required certifications (“Project Details”). If a Project becomes available in the location you have indicated on the Service, then you may be notified of the availability of the Project via the Service. You may express interest in such Project and if the Requester accepts your expression of interest, then you will be notified via the Service and you will be responsible for completing the Project at the time, on the date, and at the place specified in the Project Details, unless otherwise agreed between you and the Requester. Spotwork does not guarantee any minimum number of Projects ****will be available to you at any time during the term of this Agreement. If you are selected for a Project by a Requester, the applicable Requester will be able to rate you and other Requester will be able to see your rating.
3.2 You agree that your name, phone number, email address, certifications, eligibility to work and other necessary requirements listed in the Project Details may be made available to a Requester by Spotwork after the Project is confirmed. Projects are subject to change at the discretion of the Requester and may last for longer, or not as long, as originally set forth in the Project Details. Depending on the nature of the Project, the applicable Requester or Spotwork, may require that you provide proof of certain permits or licenses.
3.3 Spotwork has no control or any right to determine (a) when you use the Service, (b) if and when you log into the Service, (c) for which Projects you express interest or accept, if any, (d) what you charge for Projects, (e) any of the Project Details, (f) whether you are selected for a Project and (g) the manner or means by which you complete Projects. You and the Requester solely negotiate and determine the Project Details including when and where you perform Projects, the required services for the Project, and any additional bonuses or gratuities arising out of such Projects. You are solely responsible for costs or expenses incurred by you in connection with the performance of Projects.
Accounts and Registration. In order for you to engage Spotwork for its Service, you must create an account on the Service. When you create an account, you will be required to provide us with some information about yourself (such as your name, a description of yourself and your business, your business address, phone number, e-mail address, and banking information for payments). You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password. You accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, you must immediately notify us at [email protected].
Payments. 5.1 You may be required to register with the Payment Service Provider retained by Spotwork (the “PSP”), agree to Terms of Service of the PSP and go through a vetting process at the request of the PSP to set up your account with the PSP. Spotwork is not a party to the PSP Agreement. You, the PSP and any other parties listed in the PSP Agreement are the parties to the PSP Agreement and Spotwork has no obligations or liability to any party under the PSP Agreement.
5.2 Requesters will be responsible for paying the invoice for each Project (the “Invoice”), which will include the pricing terms of the Project agreed with and provided by you (“Project Payment”).
5.3 After Spotwork receives confirmation through the Service that a Project has been completed, Spotwork will provide the Requester’s payment details to the PSP for processing of the Project Payment amount.
5.4 After the PSP processes the Project Payment amount, the PSP will forward the Project Payment to you, less any system access fees owed to Spotwork, if applicable, for the use of the Service, without deduction at source for the purpose of withholding income tax or other employment related withholdings. You will be liable for all taxes and withholdings applicable to any Project Payments including HST and as required by the Income Tax Act (Canada), the Employment Insurance Act (Canada), the Canada Pension Plan (Canada), the Income Tax Act (Ontario), and the Workplace Safety and Insurance Act (Ontario) or any other applicable law.
5.5 Spotwork will charge Requesters for the Services as Your agent. You are responsible for providing Spotwork with your GST/HST/QST and other sales tax registration numbers and signing a billing agent election with Spotwork under section 177 of the Excise Tax Act (Canada) and any equivalent elections under other sales tax legislation to allow Spotwork to remit any sales tax to the government on your behalf. If you do not want Spotwork to remit sales tax on your behalf, You are responsible for: (a) determining the amount of any applicable sales taxes to be charged on the Services; (b) letting Spotwork know exactly what sales taxes, and the amount of such sales taxes, that Spotwork should be charging on Your behalf; (c) providing Spotwork with evidence of any applicable sales tax registrations you have; and (d) notifying Spotwork in writing that you do not want Spotwork to remit sales tax on your behalf. If this is done, Spotwork shall provide You with any sales taxes it collects on Your behalf. You are solely liable for remitting any such sales tax to the applicable governmental authorities and shall indemnify Spotwork for any amounts assessed against it (including interest and penalties) for Your failure to remit any such sales.