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Individual Contractor Agreement

Independent Contractor Agreement

Effective: November 1, 2024

This Independent Contractor Services Agreement (this “Agreement”) is entered into between:

  • Yardly Inc., an Alberta corporation, PO Box 95067, RPO Whyte, Edmonton, AB T6E 0E5 (“Yardly”); and
  • [Insert Name of Individual] (“You”).

Whereas

  1. Yardly wishes to retain you as an independent contractor to provide Seasonal Maintenance Services (as defined below);
  2. You represent and warrant that you have the requisite skills, experience, and tools to provide the Seasonal Maintenance Services; and
  3. You wish to provide the Seasonal Maintenance Services as an independent contractor based on the terms and conditions of this Agreement.

Now, therefore, in consideration of the mutual promises and obligations contained in this Agreement, the Parties agree as follows.

1. Definitions

  1. Yardly Technology: Any mobile applications, web applications, and other technologies used or provided by Yardly to facilitate connections between you and Clients.
  2. Services Contract: An agreement concluded through Yardly consisting of a request for Seasonal Maintenance Services initiated by a Client and distributed to you based on scope and location, involving a single visit or recurring visits.
  3. Seasonal Maintenance Services: The services you may provide from the Yardly provider service guides (as updated), including lawn/yard maintenance, weed control & fertilization, leaf removal, snow removal, yard clean-ups, and related maintenance.
  4. Client: A registered customer of Yardly who books Seasonal Maintenance Services.

2. Engagement and Nature of Relationship

  1. Term. This Agreement commences on the Effective Date and remains in effect unless terminated under Section 12 (the “Term”).
  2. Engagement; Non-Exclusivity. Subject to this Agreement and passing any verification tests, Yardly appoints you on a non-exclusive basis. No minimum number of Services Contracts is guaranteed. You control your active availability and may provide similar services to others.
  3. Provider Status & Eligibility. When registering, identify the maximum number of active Services Contracts you wish to hold. Provide one piece of valid government-issued ID (e.g., Driver’s License) to register.
  4. Independent Status; No Agency. You are an independent contractor, not an employee, agent, partner, or joint venturer of Yardly. You are solely responsible for statutory remittances (income tax, CPP, EI, etc.) and are not entitled to employee benefits. You have no authority to bind Yardly without written authorization and will not hold yourself out as Yardly’s employee or agent.
  5. Indemnification for Taxes. You will indemnify Yardly and its representatives against assessments, penalties, interest, taxes, or contributions arising from your failure to withhold, remit, or file as required by law.

3. Background Checks & Credential Verification

  1. Represented Credentials. You warrant the accuracy of background, experience, and credential information provided to Yardly.
  2. Background Checks. You agree to provide acceptable criminal background and other verification checks and to sign required consents. Yardly may investigate to ensure ongoing suitability to perform services with required care and diligence.

4. Service Standards

  1. Performance Standards. You control your business, time, and resources, but agree to meet the Basic Service Standards below and use reasonable skill, care, and diligence consistent with applicable industry standards. Yardly may track quality using client feedback and data.
  2. Basic Service Standards. You agree to:
    1. Behave respectfully toward Clients at all times;
    2. Complete Services Contracts on scheduled dates;
    3. Leave sites neat and undamaged;
    4. Keep Client information confidential;
    5. Arrive on time and alert Yardly of unavoidable delays;
    6. Submit before/after photos, work performed, and timestamps via the App;
    7. Perform work in a good, complete, workmanlike manner;
    8. Comply with the Website Terms of Use;
    9. Comply with all applicable laws and regulations;
    10. Handle revisits necessary to complete in-scope work (Yardly pays only for approved out-of-scope work); and use Yardly branding when visiting Clients.

5. Seasonal Maintenance Services

  1. Client Engagements. Each offer is initiated by a Client request and distributed by Yardly, typically including location, frequency, and requested services.
  2. Tools. You provide all necessary tools and equipment (vehicles, shovels, garden tools, appropriate clothing/footwear, mobile phone, supplies). Yardly is not obligated to provide tools.
  3. Notice of Injuries. Promptly notify Yardly of any injury, death, loss, or property damage related to services, whether or not caused by you.
  4. Safe Conditions. Yardly does not pre-screen Clients. You are responsible for your own safety and site assessment. If unsafe, notify Yardly and withdraw; Yardly will notify the Client of termination of the Services Contract.

6. Fees & Payment

  1. Pricing. Yardly sets and may update prices. A seasonal price list (including surcharges) will be provided and updated as needed.
  2. Payments. Clients pay Yardly in advance. Yardly remits a portion of fees to you on the 15th and 30th of each month based on completed jobs and fee structure.

    Example Schedule:

    • May work: advance on May 30 equal to 40% of April’s total paid; reconciliation on June 15 pays the May balance (May total minus the 40% advance).
    • Cycle continues (e.g., June 30 advance equals 40% of May’s total).
  3. Statements. Yardly provides statements detailing Services Contracts associated with paid services. You are encouraged (not required) to keep your own records.
  4. Expenses. You cover out-of-pocket expenses (travel, clothing, safety devices, phone, vehicle, training, etc.). No payment for travel time, admin time, canceled appointments, or similar.
  5. Tax Status. If required, register for applicable Sales Taxes (GST/HST/QST). You are solely responsible for remitting such taxes. Fees are deemed inclusive unless indicated otherwise.
  6. Damage Expenses. Inspect properties and send photos of potential damage before work. You are responsible for repairing/replacing damage you cause. Yardly may deduct related costs from your Fees.

7. Yardly Information Technology Terms

  1. Access. Yardly may provide access to Yardly Technology as needed to facilitate communication with Clients.
  2. Use. You agree you will not:
    1. Copy or distribute any part of Yardly Technology without prior consent;
    2. Alter or modify any part of Yardly Technology;
    3. Upload, post, email, transmit, or otherwise make available:
      1. Unlawful, harmful, threatening, abusive, defamatory, obscene, hateful, or otherwise objectionable material; or content encouraging criminal behavior;
      2. Falsehoods or misrepresentations, or material harmful to Clients;
      3. Unsolicited advertising or promotions (spam, chain letters, pyramid schemes, etc.);
      4. Malware, viruses, or code that compromises privacy or functionality.
    4. Impersonate others or misrepresent your affiliation;
    5. Interfere with, probe, or circumvent security of Yardly Technology or connected networks.

8. Representations & Warranties

  1. Yardly Warranties. Yardly has the rights to provide access to Yardly Technology and to enter into this Agreement.
  2. Your Warranties. Throughout the Term, you warrant that:
    1. If required, you are (and will remain) duly registered for Sales Taxes under applicable law;
    2. You will obtain and maintain all permits, licences, and certifications required to perform services;
    3. If not a citizen/permanent resident, you hold a valid work permit for the services and will remain compliant with immigration laws;
    4. No actions or proceedings materially affect your ability to perform; you will notify Yardly of any that arise;
    5. You will comply with all applicable laws and regulations;
    6. You will pay all applicable fees and taxes related to your business;
    7. You will act honestly, in good faith, and protect Yardly’s goodwill;
    8. Disclaimer. Except for express warranties herein, no other warranties are made.

9. Insurance

  1. Insurance Coverage. Maintain:
    1. Commercial General Liability (min. $2,000,000 per occurrence) including products/completed ops, contingent employer’s liability, contractual liability, and non-owned auto; Yardly as additional insured; waiver of subrogation. If you do not carry CGL, Yardly’s policy may apply and the cost will be deducted from your Fees.
    2. Automobile Liability (min. $2,000,000 per occurrence) for vehicles owned/leased/used by you.
  2. Workers’ Compensation. Maintain appropriate coverage during the Term.
  3. Property Insurance. It is your sole responsibility to obtain any property/equipment insurance you require; Yardly provides none.
  4. Certificates. Provide certificates acceptable to Yardly before commencement and upon request.
  5. Changes. Do not materially modify or cancel required coverage without 30 days’ prior written notice to Yardly; notify Yardly immediately of any non-renewal.

10. Indemnification & Limitation of Liability

  1. Indemnification. You will indemnify, defend, and hold harmless Yardly and its representatives from losses arising out of (i) performance or failure to perform services; (ii) your unlawful or negligent acts/omissions; (iii) your breach of this Agreement or any Services Contract; and (iv) your purchases, contracts, debts, and obligations.
  2. Limitation. Except for indemnification obligations, neither Party is liable for exemplary, special, incidental, punitive, or consequential damages, whether foreseeable or not, however caused.
  3. Release. Because Yardly does not verify Clients, you assume risk and release Yardly and its representatives from claims connected with your interactions/transactions with Clients, to the fullest extent permitted by law.

11. Confidentiality & Personal Information

  1. Confidentiality. You will keep confidential this Agreement’s terms, Yardly financial/business plans, Client lists, Service Contract terms, Yardly IP, Client information, and related data/reports, except as permitted by written consent or required by law. Usual exceptions for public information, third-party lawful disclosure, and prior possession apply.
  2. Personal Information. Yardly uses Yardly Technology to connect Clients with independent contractors. Any personal information collected from you will be stored and handled in accordance with applicable privacy laws.

12. Termination

  1. By Either Party. Either Party may terminate with 30 days’ written notice.
  2. For Uncured Breach. Either Party may terminate for a material breach not cured within 10 days of written notice (or immediately if incurable).
  3. Immediate by Yardly. Yardly may terminate immediately for:
    1. Criminal Conduct during the Term;
    2. Vehicular Offences (e.g., impaired/reckless driving) while providing services;
    3. Verification failures (e.g., police checks, credential verification);
    4. Complaints: multiple Client complaints about your conduct or services.
  4. Effect. Upon termination, Yardly pays outstanding Fees due for completed services up to the effective termination date.

13. Non-Solicitation

During the Term and for one (1) year after termination, you will not, without Yardly’s written consent, solicit, divert, or appropriate (for competitive purposes) any Client to whom you provided services in the 12 months prior to termination.

14. General Provisions

  1. Survival. Sections 10 and 11, and any provisions that by nature should survive, do so.
  2. Independent Advice. You had the opportunity to seek financial, tax, and legal advice and are not relying on Yardly’s representations.
  3. Notices. Notices must be in writing and delivered personally or by email; deemed received on the date delivered (with delivery receipt for email).
  4. Assignment. You may not assign without Yardly’s prior written consent. Subject to that, this Agreement binds and benefits successors and permitted assigns.
  5. Governing Law & Venue. Laws of Alberta and Canada (as applicable in Alberta) govern. Disputes are resolved exclusively by the Courts of Alberta sitting in Edmonton.
  6. Publicity. Yardly may list and refer to you as a Seasonal Maintenance Services Provider.
  7. Severability. If any provision is unenforceable, the remainder remains in effect.
  8. Entire Agreement. This is the complete agreement and supersedes prior discussions. Amendments must be written and signed by both Parties.
  9. Waiver. No failure or delay in exercising rights is a waiver; partial exercise doesn’t preclude further exercise.
  10. Remedies. Remedies are cumulative unless stated otherwise.
  11. Counterparts & Electronic Delivery. This Agreement may be executed electronically (e.g., PDF, e-signature) and in counterparts, each deemed an original.

Updated on: November 1, 2024