SECURE LOCK AND KEY: Independent Contractor Agreement
This Independent Contractor Agreement ("Agreement") outlines the terms, conditions, and responsibilities governing your provision of services through the Secure Lock and Key platform ("Contracted Services"), as detailed in section 3 below. This Agreement is entered between you, an independent contractor specializing in locksmith services ("Contractor"), and the relevant Secure Lock and Key entity as identified in section 24 below. Whether as an individual sole proprietor or a corporate entity, you may enter this Agreement. Upon acceptance, this Agreement takes effect, irrespective of your immediate engagement in Contracted Services.
NOTE: PLEASE THOROUGHLY REVIEW THIS AGREEMENT. Especially consider the mutual arbitration provisions in sections 14, 25.1, 25.2, or 25.3, which mandate dispute resolution through individual arbitration to the maximum extent allowed by law, unless you opt-out, as described below. By accepting this Agreement, you confirm understanding and acceptance of all terms, including the specified arbitration sections.
By accessing the Secure Lock and Key platform, you commit to adhere to:
This Agreement.
Secure Lock and Key Privacy Policy.
Secure Lock and Key Terms of Service.
Service Provider Platform Access Policy.
E-Sign Consent Agreement (Section 22).
BACKGROUND
Secure Lock and Key operates as an online marketplace connecting individuals seeking locksmith services ("Consumers") with qualified locksmiths ("Contractors"). This platform notifies Contractors of available service opportunities and facilitates service completion. Secure Lock and Key does not provide locksmith services but rather acts as an intermediary.
The contractor, an independent provider of locksmith services, aims to engage with Secure Lock and Key for service opportunities. You acknowledge your independent status, control over service delivery, and non-employee relationship with Secure Lock and Key or any Consumer using the platform.
TERMS OF AGREEMENT
PURPOSE OF AGREEMENT
1.1. This Agreement defines the relationship between Secure Lock and Key and Contractor. While Contractors receive service opportunities, no obligation exists to perform specific services. However, once accepted, service opportunities must be completed per this Agreement.
CONTRACTOR OPERATIONS
2.1. Contractor operates as an independent entity, compliant with all legal requirements and possessing necessary licenses and permits.
2.2. All information shared with Secure Lock and Key must remain accurate, with updates provided promptly.
2.3. Services should be delivered efficiently, safely, and legally. Contractors retain control over service execution methods, including pickup, delivery, and route planning.
2.4. Contractors maintain the right to offer similar services to other entities, including direct competitors of Secure Lock and Key.
2.5. No obligation exists for Contractors to procure products or services from Secure Lock and Key.
2.6. Contractors must promptly notify Secure Lock and Key of any deviations in service delivery methods as outlined.
2.7. Contractors may not maintain multiple accounts with the Secure Lock and Key platform.
2.8. This Agreement supersedes any conflicting terms within the Secure Lock and Key Terms of Service.
2.9. Additional terms may apply to specific service opportunities, with this Agreement prevailing in case of conflicts.
2.10. Contractors are responsible for any mobile data usage while accessing the Secure Lock and Key platform.
2.11. Contractors must maintain account security, promptly reporting any unauthorized access or breaches.
2.12. Contractors must utilize the most current version of the Secure Lock and Key application.
2.13. Contractors may participate in beta testing or feature exploration, maintaining confidentiality of related information.
Certainly! Below is a rewritten version tailored to a locksmith marketplace named "Secure Lock and Key":
SECURE LOCK AND KEY: CONTRACTED SERVICES
3.1. Availability and Acceptance
Periodically, the Secure Lock and Key Platform may present Contractors with service opportunities ("Service Assignments") based on requests from Customers or Vendors on the Secure Lock and Key Platform. By accessing the Secure Lock and Key App and initiating a service session, Contractors indicate their availability to receive Service Assignments, which they can either accept or decline.
3.2. Service Execution
Upon accepting a Service Assignment that involves retrieving one or more items ("Items") from one or more Vendors and delivering them to Customers (a "Delivery Assignment"), Contractors agree to:
i) Proceed to the designated Vendor(s).
ii) Collect the Item(s) efficiently and securely.
iii) Perform the Delivery Assignment according to specified instructions, ensuring adherence to quality, safety, and any relevant standards.
iv) Complete delivery to the Customer promptly and safely. A Delivery Assignment concludes once all Items are delivered, following any specific instructions from the Customer or Vendor. Contractors must mark the task as completed on the Secure Lock and Key App promptly. If a Customer is unavailable, Contractors must make reasonable attempts to contact them and handle the Items as instructed.
3.3. Shop and Deliver
For assignments requiring Contractors to source Items from a Vendor ("Shop and Deliver"), Contractors recognize that additional Items might be added post-acceptance. Contractors can decline Shop and Deliver assignments by reaching out to Secure Lock and Key Support.
3.4. Service Parameters and Ratings
Contractors understand that Customers or Vendors set Service Assignment parameters. Contractors can cancel an Assignment at their discretion but must maintain a satisfactory customer rating and completion rate. Failure to meet these standards may result in account deactivation.
3.5. Assignment Selection
Secure Lock and Key reserves the right to offer Service Assignments based on discretion, just as Contractors have the discretion to accept or decline.
3.6. Independent Business
Contractors operate independently, providing services through the Secure Lock and Key Platform.
3.7. Communication and Performance
While Secure Lock and Key facilitates communication between Contractors, Customers, and Vendors, it does not dictate how Contractors execute services. The specifics include:
a. No specific transportation requirements.
b. No reporting structure to Secure Lock and Key.
c. No mandatory branding on vehicles or attire.
d. No performance evaluations by Secure Lock and Key.
3.8. Payment and Reimbursement
Contractors can use preferred payment methods for purchasing Items for Customers. If reimbursement is necessary, Contractors should notify Secure Lock and Key through their support system.
3.9. Service Failures
If Contractors do not meet Service Assignment requirements, they may forfeit part or all of the service fee. Disputes are to be resolved as per the designated provision.
3.10. Policy Adherence
Contractors must adhere to all Secure Lock and Key policies and guidelines, including those related to specific services like delivering certain products.
3.11. Notification of Changes
Contractors must inform Secure Lock and Key of any deviations from the outlined services or terms.
4. CONTENT
Contractors may contribute content to the Secure Lock and Key Platform. By doing so, they grant Secure Lock and Key rights to use this content, subject to specific terms and conditions.
5. PRIVACY OF PERSONAL INFORMATION
Contractors must handle personal information in line with privacy laws and Secure Lock and Key's policies, ensuring its protection and appropriate use.
6. RELATIONSHIP OF PARTIES
This Agreement establishes an independent contractor relationship between the parties. Secure Lock and Key does not control the specific methods by which Contractors provide services, ensuring compliance with relevant laws and safety standards.
SECURE LOCK AND KEY: PAYMENT STRUCTURE
7. PAYMENT FOR SERVICES
7.1. Standard Payment: Unless otherwise communicated by Secure Lock and Key or a different payment rate is mutually agreed upon, Contractors will be compensated based on Secure Lock and Key's publicly disclosed payment model, accessible here. Secure Lock and Key reserves the right to adjust payments if there's a suspicion or evidence of fraudulent activity or misuse by the Contractor. Periodically, Contractors might receive special offers for increased earnings based on specific conditions or locations.
7.2. Gratuities: Consumers have the option to add a tip for the Contractor, either via Secure Lock and Key's platform or in cash. The Contractor retains the full amount of any tips received, and Secure Lock and Key have no influence over these gratuities.
7.3. Payment Processing: Secure Lock and Key handles transactions made by Consumers or Merchants on its platform. Contractors can choose from available payment methods, with conditions specified here. Contractors must ensure accurate banking details for prompt payments, as Secure Lock and Key won't be liable for delays due to incorrect details.
7.4. Third-Party Payment Processors: If Contractors opt for a third-party payment processor, Secure Lock and Key will transfer the agreed amounts to that processor for disbursement. Any discrepancies or issues post-transfer are the Contractor's responsibility.
7.5. Cash-Based Opportunities: Occasionally, Secure Lock and Key may present cash-centric service opportunities. The earnings from such tasks will be adjusted in the Contractor's balance on the Secure Lock and Key platform. Contractors are accountable for declaring and settling taxes on these earnings.
7.6. Fulfillment Orders: Orders directly placed with Merchants bypassing the Secure Lock and Key platform might follow a distinct payment structure, detailed here. Gratuities associated with these orders will be fully passed on to the Contractor, either via Secure Lock and Key's platform or in cash.
7.7. Promotions & Referrals: Secure Lock and Key may introduce promotional offers or referral programs. Contractors must refrain from any manipulative actions, including misleading location settings or creating multiple accounts. Breach of this clause may result in account deactivation.
8. DISPUTE RESOLUTION
8.1. Service Discrepancies: If a service discrepancy arises, and Secure Lock and Key determines it's due to the Contractor's actions, the payment might be withheld. Contractors can contest this decision by informing Secure Lock and Key and providing supporting evidence.
8.2. Payment Delays by Secure Lock and Key: If Secure Lock and Key fails to process payments accurately or timely, Contractors can seek resolution through legal means. However, they must notify Secure Lock and Key first and allow an opportunity to rectify the issue.
9. EQUIPMENT AND OPERATIONAL EXPENSES
9.1. Equipment Responsibility: Contractors must ensure they possess or obtain all necessary equipment, including but not limited to vehicles and specialized tools, for service delivery. Vehicles used should adhere to all relevant laws concerning safety, registration, and operation.
9.2. Operational Costs: Contractors bear all costs linked to their service operations. This encompasses expenses related to their team, equipment maintenance, fuel, penalties, parking, and mobile communication charges. Contractors also assume responsibility for any damage or loss to their equipment, except where mandated by law.
10. PERSONNEL
10.1. Background Checks and Engagement: For security purposes, all Contractors must undergo background checks and identity verification through our approved third-party providers. Contractors have the option to employ or engage other individuals ("Personnel") to execute services. However, any such Personnel must fulfill all requirements and obligations of this Agreement. Contractors remain accountable for managing and directing their Personnel.
10.2. Financial Obligations: Contractors are responsible for compensating their Personnel, and covering wages, benefits, and other associated costs. DoorDash is not accountable for any payments or benefits to Contractor Personnel, nor are they deemed employers of said Personnel.
10.3. Tax Obligations: Unless legally mandated, DoorDash is not authorized to withhold taxes on behalf of Contractors or their Personnel.
10.4. Branding: Contractors and their Personnel are not obligated to wear any uniforms bearing the DoorDash logo or branding.
10.5. Compliance: If Contractors employ Personnel, such individuals must adhere to this Agreement. A written agreement between the Contractor and the Personnel, confirming compliance with this Agreement, must be provided to DoorDash seven days before the Personnel's service initiation.
11. INSURANCE
11.1. Insurance Requirement: Throughout this Agreement's duration, Contractors must uphold necessary insurance coverages mandated by law. Non-compliance or insufficient coverage will be considered a breach, potentially leading to termination.
11.2. Documentation: Upon request, Contractors must furnish current insurance certificates to DoorDash. Any modifications to insurance coverage require updated certificates, with a 30-day notice before policy cancellations.
11.3. Worker Protections: Contractors must ensure appropriate insurance coverages, including workers' compensation, where legally required. DoorDash disclaims any responsibility for such coverage, though Contractors may still participate in DoorDash's available Occupational Accident Insurance Policy.
12. COMMUNICATIONS
12.1. Communication Consent: By signing this Agreement, Contractors consent to receive communications from DoorDash and its associates via various channels, including email, SMS, calls, and notifications. These communications may range from commercial messages to contractual updates.
12.2. Opt-Out Procedures: Contractors can opt out of specific communication channels using designated methods. Details for each channel's opt-out procedures are specified within this section.
12.3. Support: For assistance, Contractors can reach out to DoorDash Support at the provided link. For a comprehensive understanding of DoorDash's communication practices, refer to the DoorDash Privacy Policy.
13. INDEMNITY
13.1. DoorDash's Obligation: DoorDash pledges to shield Contractors from liabilities arising from DoorDash's actions about the Contracted Services.
13.2. Contractor's Obligation: Contractors agree to indemnify DoorDash from potential liabilities arising from Contractor or Personnel actions related to this Agreement, encompassing injuries, damages, or non-compliance instances.
13.3. Tax Responsibilities: Contractors are solely responsible for all tax obligations, including federal, state, and local taxes related to their business operations.
13.4. Business Costs: Contractors must bear all business-related costs, including insurance, licenses, permits, and other regulatory fees.
LOCK & KEY SOLUTIONS: ARBITRATION PROVISION
14.1. Agreement to Arbitrate: Both the Contractor and Lock & Key Solutions hereby consent to resolve any disputes arising from or related to this Agreement through arbitration. This is governed by the Federal Arbitration Act (FAA) and covers all disagreements, including but not limited to service classifications, service provisions, payments, termination of this Agreement, and various legal claims such as discrimination, retaliation, and rights protected under various federal and state laws. This provision applies to affiliates, subsidiaries, successors, agents, and employees of Lock & Key Solutions.
14.2. Informal Resolution: Before initiating arbitration, both parties agree to attempt an informal resolution. This involves a good-faith effort to resolve disputes through direct communication. Each party must notify the other in writing of their intent to initiate an informal resolution within 60 days of identifying the dispute. The failure to engage in this informal resolution process may result in covering the arbitration costs for the non-compliant party.
14.3. Initiation of Arbitration: If an informal resolution fails, either party can initiate arbitration by sending a written notice detailing the dispute, remedy sought, and other relevant details.
14.4. Class Action Waiver: Both parties waive the right to participate in class actions, collective actions, or representative actions in arbitration or court.
14.5. Contractor's Status: The arbitration provision does not affect the Contractor's status as an independent contractor.
14.6. Arbitration Rules: Any arbitration will follow the National Arbitration and Mediation (NAM) Rules and Procedures. The specifics, such as the location of arbitration and fee-sharing, are outlined in this section.
14.7. Mass Filing Protocols: Special protocols apply if multiple arbitration demands arise. This includes bellwether proceedings designed for efficient resolution.
14.8. Government Agencies: This provision does not prevent Contractors from filing claims with relevant government agencies or seeking remedies.
14.9. Access to NAM Rules: The NAM Rules can be accessed online or requested from Lock & Key Solutions' General Counsel.
14.10. Opt-Out Right: New Contractors have the right to opt out of this arbitration provision within 30 days of this Agreement's effective date. Existing Contractors are bound unless they had previously opted out.
14.11. Entire Agreement: This arbitration provision supersedes any prior arbitration agreements and represents the full understanding between the parties concerning dispute resolution.
LOCKSMITH MARKETPLACE: SECURE LOCK AND KEY
15. LITIGATION CLASS ACTION WAIVER
Subject to applicable laws and in addition to the Arbitration provisions outlined in sections 14, 25.1, 25.2, or 25.3, Contractors acknowledge and agree that any legal dispute related to this Agreement will be pursued only individually. Contractors will not pursue or participate in any class, representative, collective, or similar actions, including private attorney-general actions. No disputes may be combined with others without mutual written consent. If any part of this waiver is deemed unenforceable, the rest of the Agreement remains valid. Importantly, this section doesn't prohibit class-wide settlements.
16. PROPRIETARY RIGHTS AND LICENSES
16.1. Ownership and Restrictions: All intellectual property rights related to the Locksmith Marketplace, including copyrights, trademarks, patents, and software code, belong to Locksmith Marketplace or its licensors. Contractors may only use this intellectual property to provide services under this Agreement. Unauthorized reproduction, modification, distribution, or creation of derivative works based on the Locksmith Marketplace is strictly prohibited.
16.2. License: Locksmith Marketplace grants Contractors a limited, revocable license to use the platform solely for providing contracted services. All rights and interests not explicitly granted remain with Locksmith Marketplace, and the license ends upon Agreement termination.
16.3. Submissions: Any feedback, ideas, or suggestions Contractors provide about the Locksmith Marketplace become the exclusive property of Locksmith Marketplace. This includes all associated intellectual property rights, and Locksmith Marketplace can freely use and distribute these submissions without obligation to the Contractor.
21. Third-Party Services:
General Introduction: Explain that your platform may connect users with additional services from third-party providers (e.g., security systems, and door hardware suppliers).
Customer Responsibility: Clearly state that customers are responsible for reviewing and agreeing to the terms and conditions of each third-party service before engaging with them. Emphasize that your platform is not responsible for any issues or damages arising from third-party services.
Examples: Briefly mention specific third-party services you might offer, but avoid legal jargon and stick to clear descriptions of their purpose and function.
Example:
21. Third-Party Services:
Our platform may connect you with additional services from trusted partners, such as security system installation or emergency lock change suppliers. Remember to review and agree to their terms and conditions before engaging with them, as we are not responsible for their services or actions. Some partner services available may include:
Security System Installation: Connect with expert technicians to install and maintain your preferred security system.
Emergency Lock Change: Quickly find reliable locksmiths for urgent key replacement or lock rekeying needs.
22. E-Sign Consent Agreement:
Simplified Scope: Instead of using legal jargon, explain in plain language that this agreement allows you to provide users with electronic documents and notifications instead of paper copies.
List of Examples: Specify what types of documents fall under this agreement (e.g., service agreements, invoices, account statements, promotional offers).
User Control: Highlight that users can still request paper copies of any document upon request and at no additional cost.
System Requirements: Condense the technical jargon into simple statements about internet access, web browser compatibility, and PDF readers.
Example:
22. E-Sign Consent Agreement:
We want to be eco-friendly and save paper, so this agreement allows us to send you important documents like service agreements, invoices, and even updates on new promotions electronically. You can always request a paper copy at no cost, and you'll still receive important notifications like service confirmations via email. To view electronic documents, you just need a basic internet connection and a standard web browser with a PDF reader.