Terms of service

Date: March 15, 2017

Overview

The following are the terms of an agreement (“Terms of Use”, “terms” or “Terms”) between you and 3065626 Nova Scotia Limited carrying on business as Worklily (“Worklily”).

By accessing, or using this Web site, you acknowledge that you have read, understand, and agree to be bound by these terms and to comply with all applicable laws and regulations, including export and re-export control laws and regulations. If you do not agree to these terms, please do not use this web site.

Worklily may, without notice to you, at any time, revise these Terms of Use and any other information contained in this Web site. Worklily may also make improvements or changes in the products, services, or programs described in this site at any time without notice.

General

The purpose of this site is to provide marketplace services to potential Freelance information technology (“IT”) services vendors and their perspective clients. The site facilitates the purchase and sale of IT services including the formation of an engagement agreement, the payment for services and the resolution of dispute.

WORKLILY IS NOT THE PROVIDER OF THE INFORMATION TECHNOLOGY SERVICES (i.e. IT services) ACQUIRED THROUGH THIS SITE - THOSE ARE PROVIDED BY THE FREELANCE VENDORS WHO HAVE OFFERED THEIR SERVICES USING THE MARKETPLACE THIS SITE PROVIDES.

This web site may contain proprietary notices and copyright information, the terms of which must be observed and followed.

Worklily grants you a non-exclusive, non-transferable, limited permission to access and display the web pages within this site as a customer or potential customer of Worklily provided you comply with these Terms of Use, and all copyright, trademark, and other proprietary notices remain intact. You may only use a crawler to crawl this Web site as permitted by this Web site’s robots.txt protocol, and Worklily may block any crawlers in its sole discretion. The use authorized under this agreement is non-commercial in nature (e.g., you may not sell the content you access on or through this Web site.) although you may use this site to enter in to commercial arrangements with others and you will be charged a service fee by Worklily if you use this site for that purpose. All other use of this site is prohibited.

Except for the limited permission in the preceding paragraph, Worklily does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights. You may not mirror any of the content from this site on another Web site or in any other media. Any software and other materials that are made available for downloading, access, or other use from this site with their own license terms will be governed by such terms, conditions, and notices. Your failure to comply with such terms or any of the terms on this site will result in automatic termination of any rights granted to you, without prior notice, and you must immediately destroy all copies of downloaded materials in your possession, custody or control.

Disclaimer

From time to time, this Web site may contain technical inaccuracies or typographical errors, and we do not warrant the accuracy of any posted information. Please confirm you are using the most up-to-date pages on this Web site, and confirm the accuracy and completeness of information before using it to make decisions relating to services, products, or other matters described in this Web site.

If any term in this Terms of Use is found by competent judicial authority to be unenforceable in any respect, the validity of the remainder of this Terms of Use will be unaffected, provided that such unenforceability does not materially affect the parties’ rights under this Terms of Use.

Confidential information

Worklily does not want to receive confidential or proprietary information from you through our Web site. Please note that any information or material sent to Worklily will be deemed NOT to be confidential. By sending Worklily any information or material, you grant Worklily an unrestricted, irrevocable license to copy, reproduce, publish, upload, post, transmit, distribute, publicly display, perform, modify, create derivative works from, and otherwise freely use, those materials or information. You also agree that Worklily is free to use any ideas, concepts, know-how, or techniques that you send us for any purpose. However, we will not release your name or otherwise publicize the fact that you submitted materials or other information to us unless: (a) we obtain your permission to use your name; or (b) we first notify you that the materials or other information you submit to a particular part of this site will be published or otherwise used with your name on it; or (c) we are required to do so by law. Personally-identifiable information that you submit to Worklily for the purpose of receiving products or services will be handled in accordance with our privacy policies. Please see the Privacy link in the page footer for information regarding Worklily’s privacy policies.

Business relationships

This Web site may provide links or references to non-Worklily Web sites and resources. Worklily makes no representations, warranties, or other commitments or endorsements whatsoever about any non-Worklily Web sites or third-party resources that may be referenced, accessible from, or linked to any Worklily site. In addition, Worklily is not a party to or responsible for any transactions you may enter into with third parties, even if you learn of such parties (or use a link to such parties) from a Worklily site. When you access a non-Worklily Web site, even one that may contain the Worklily-logo, please understand that it is independent from Worklily, and that Worklily does not control the content on that Web site. It is up to you to take precautions to protect yourself from viruses, worms, Trojan horses, and other potentially destructive programs, and to protect your information.

Linking to this site

Worklily consents only to links to this Web site in which the link and the pages that are activated by the link do not: (a) create frames around any page on this Web site or use other techniques that alter in any way the visual presentation or appearance of any content within this site; (b) misrepresent your relationship with Worklily; (c) imply that Worklily approves or endorses you, your Web site, or your service or product offerings; and (d) present false or misleading impressions about Worklily or otherwise damage the goodwill associated with the Worklily name or trademarks. As a further condition to being permitted to link to this site, you agree that Worklily may at any time, in its sole discretion, terminate permission to link to this Web site. In such event, you agree to immediately remove all links to this Web site and to cease any related use of Worklily trademarks.

OPERATION OF THIS SITE

Profile, Electronic Signature and Mandatory Requirements

To use the services of this site you must register an account and create a profile. By creating an account and accepting these terms you agree to be bound by these terms and your acceptance is a valid electronic signature in accordance with the Electronic Commerce Act, 2000, S.O. 2000, c. 17 of Ontario or similar applicable law (“eCommerce Laws”).

You further agree that should you enter in to an engagement for the purchase or sale of IT services as Project Owner or Freelancer, the contract for such transaction may also be signed electronically by your acceptance of services arrangement through the Worklily site. You accept and acknowledge that such an agreement will be binding on you as if it had been in physically executed by you.

To use the services provided on this site as a freelance vendor, you must be an incorporated entity and not an individual. Your profile must, among other things, provide your corporate details including the name of the corporation which will be contracting to provide the IT services. If you are a supplier of IT services and do not have a corporation through which you can operate YOU MAY NOT USE THE SERVICES ON THIS SITE.

There is no charge to set up a profile on Worklily.

Purchase and Sale of IT Services

The platform facilitates the purchase of IT Services by a project owner (the “Project Owner”) from a freelance provider (the “Freelancer”).

Using the services of the site the Project Owner may post one or more projects for which IT services are required. The Project Owner will identify if they wish to acquire services on a fixed price or on an hourly rate basis. Based on the details provided regarding the project and the profiles provided by the Freelancers, Worklily will identify one or more potential Freelancers who may be able to provide the IT Services. This matching process is solely based on the information provided by the Project Owner and the Freelancer and is not an endorsement or recommendation by Worklily as to the skill or capability or suitability of the Freelancer.

The Worklily platform will then facilitate communication between the Project Owner and the potential Freelancers regarding the project. As part of this exchange the Freelancer may offer to provide IT services as described in the project by submitting an proposed estimate for completing the services and deliverables described in the project as amended by the Freelancer submission. The Freelancer will provide a fixed price charge or an hourly rate for such services. In the case of an hourly rate engagement the parties will agree on an estimated number of hours per week and a contract end date. The provision of the services will be subject to the terms of the model Engagement Agreement, the terms set out in the final arrangement agreed to by the parties and any other terms the parties agree to in writing.

The Project Owner may accept or reject to the offer made or make suggested changes. Once both the Project Owner and the Freelancer have agreed, through the Worklily platform, to a final version of the project documents including a price for the services to be provided, a contract is formed between Project Owner and Freelancer for the services described under the terms as noted above.

For the services provided by Worklily, including the use of this platform, Worklily will charge the Project Owner a fee equal to 15% of the fees charged by and paid to the Freelancer for the project (the “Service Fee”). This amount is paid by the Project Owner as a separate obligation and is not a deduction from the fees charged by or owing to the Freelancer.

Payment Terms

The fees set out in the offer by the Freelancer will be inclusive of all applicable taxes. The Freelancer and the Project Owner are responsible for the payment and withholding of any and all taxes related to the fees charged by the Freelancer.

Notwithstanding the foregoing, Worklily will be responsible for any taxes owing on the Service Fee and the Service Fee charged is inclusive of applicable taxes.

Payment Process

Payments for the IT services provided by the Freelancers and for the Service Fee will be processed by Worklily’s third party payment provider, Stripe. To make use of the Worklily site, each Freelancer must establish a Stripe Connect Account, in accordance with the terms provided by Stripe. Those terms will govern the processing of payments as between you and Stripe.

At the time of contract formation for the services to be provided by the Freelancer to the Project Owner, the Project Owner must first authorize a payment through the Stripe account for the agreed to price for the services, in the case of an hourly engagement this amount will be equal to the hourly rate multiplied by the estimated hours, plus the 15% service fee owing to Worklily (plus HST). The payment authorization will remain in effect for no more than 7 days.

In the case of a fixed price project the 15% non-refundable Worklily services fee plus HST will be processed at the time the Freelancer accepts the project, the remaining payment will be processed and paid to the Freelancer in accordance with the process described in the Work Completion section below.

In the case of an hourly engagement, the 15% Worklily service fee, plus HST, will be processed for payment when each payment is made to the Freelancer based on a weekly completed time sheet.

Work completion

In the case of fixed price work, once the Freelancer has completed its services it will notify the Project Owner by way of the delivery of any applicable Deliverable(s) and marking the project as “complete” on the Worklily platform. In the case of an hourly engagement, the Freelancer will submit a time sheet through the Worklily platform which will accurately set out the hours worked on the Services in the applicable week. The Project Owner will then be notified by email to the email address designated in its profile that the project has been marked as complete or a time sheet has been submitted. The Project Owner will have 5 days to confirm acceptance of the work/time sheet and authorize payment or to dispute the completion/time sheet notification. If confirmation of acceptance is received by Worklily or if the Project Owner does not respond within the 5 days noted above, payment will be authorized by Worklily and the third party payment processor will execute the payment to Worklily and the Freelancer as described above.

Dispute Resolution

Either Party may raise a dispute regarding the provision of services and payment therefore or other matters relating to the engagement agreement by e-mailing support@worklily.com and describing the nature of the dispute. Worklily will notify the other party of the dispute being raised using the email in your profile. If the dispute is regarding the completion of the services and is raised by the Project Owner, Worklily will not execute payment until both parties have confirmed in writing that the dispute is resolved and payment may be processed. Worklily will use reasonable commercial efforts to facilitate communication between the parties to resolve the dispute raised.

Worklily Role

Worklily does not provide employment placement services, recruitment services or any similar services. Worklily does not complete any background or other checks with respect to Project Owners or Freelancers. Worklily provides a platform through this site to allow Project Owners to seek out interested Freelancers to provide IT services and facilitates the formation of a contract between the Project Owner and Freelancer and payment for completed services.

Term and Termination

You agree to be bound by these terms for so long as you are using the services provided by the Worklily site. Notwithstanding, if you are in breach of any of the obligations contained in these terms, any engagement agreement you have entered in to with respect to IT services through the site, or otherwise act to the detriment of the Worklily service, Worklily reserves the right to, at its discretion, terminate your profile and preclude you from making further use of the Worklily services. Worklily will continue to execute its duties under these terms with respect to any active engagement agreements but you may not use the service for any additional such agreements.

DISCLAIMER OF WARRANTY

USE OF THIS SITE IS AT YOUR SOLE RISK. ALL MATERIALS, INFORMATION, PRODUCTS, SOFTWARE, PROGRAMS, AND SERVICES ARE PROVIDED "AS IS," WITH NO WARRANTIES OR GUARANTEES WHATSOEVER. WORKLILY EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, GUARANTEES, OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS. WITHOUT LIMITATION, WORKLILY MAKES NO WARRANTY OR GUARANTEE THAT THIS WEB SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

IN PARTICULAR, WORKLILY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE FREELANCERS AND THEIR SERVICES. WE HAVE CONDUCTED NO BACKGROUND CHECKS, SKILLS ASSESSMENT OR DUE DILIGENCE OF ANY KIND OF THE FREELANCERS. THE PROJECT OWNERS ARE SOLEY RESPONSBILE FOR SATISFYING THEMSELVES THAT THE FREELANCER IS ABLE TO PROVIDE THE SERVICES REQUIRED IN ACCORDANCE WITH THE AGREED TO TERMS.

SIMILARLY, WORKLILY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE PROJECT OWNERS. WE HAVE NOT CONDUTED ANY CREDIT OR OTHER CHECKS OR ASSESSMENTS INCLUDING WITH RESPECT TO THE PROJECT OWNERS ABILITY TO PAY THEIR OBLIGATOINS WHEN DUE. THE FREELANCERS ARE SOLEY REPSONSIBLE FOR SATISFYING THEMSELVES THAT THE PROJECT OWNERS ARE ABLE TO COMPLY WITH THEIR OBLIGATIONS IN THE ENGAGEMENT AGREEMENTAND OTHERWISE.

YOU UNDERSTAND AND AGREE THAT IF YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIALS, INFORMATION, PRODUCTS, SOFTWARE, PROGRAMS, OR SERVICES FROM THIS WEB SITE, YOU DO SO AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT MAY RESULT, INCLUDING LOSS OF DATA OR DAMAGE TO YOUR COMPUTER SYSTEM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WORKLILY BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER RELATED TO OR ARISING FROM THIS WEB SITE OR ANY USE OF THIS WEB SITE, OR OF ANY SITE OR RESOURCE LINKED TO, REFERENCED, OR ACCESSED THROUGH THIS WEB SITE, OR FOR THE USE OR DOWNLOADING OF, OR ACCESS TO, ANY MATERIALS, INFORMATION, PRODUCTS, OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS OR LOSS OF PROGRAMS OR OTHER DATA, EVEN IF WORKLILY IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION AND WAIVER OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED ON CONTRACT, WARRANTY, TORT, OR ANY OTHER LEGAL THEORIES.

INDEMNITY

YOU WILL INEMNIFY, DEFEND AND HOLD HARMLESS WORKLILY AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES AND AGENTS FROM ANY AND ALL CLAIMS, DAMAGES, LIABILITY COSTS, LOSSES OF ANY KIND, INCLUDING LEGAL FEES, ARISING FROM ANY CLAIM, SUIT, PROCEEDING, INCLUDING REGULATORY ACTION, BROUGHT BY ANY THIRD PARTY ARISING IN ANY WAY FROM OR RELATING TO (A) USE OF THE WORKLILY SITE OR ANY SERVICES PROVIDED BY WORKLILY IN RELATION TO THE USE OF THE SITE; (B) THE PROVISOIN OF SERVICES BY THE FREELANCER TO THE PROJECT OWNER; OR (C) THE ENGAGEMENT AGREEMENT OR OTHER AGREEMENT BETWEEN THE PROJECT OWNER AND THE FREELANCER INCLUDING ANY PAYMENT OR SERVICE OBLIATIONS CONTAINED THEREIN.