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Terms and Conditions - 1099

Terms and Conditions — Worksuite Classify

For each prospective Independent Contractor or Worker (“Worker”) that Customer onboards using Worksuite Classify  onboarding workflow stages within the Company’s technology platform (the “Platform”), and Company will provide the following preconfigured, automated workflow stages via the Platform for Customer use, each applicable to the country jurisdiction for the worker being onboarded, providing that country has been pre-communicated to Company, and confirmed as in-scope. Each new country will need to be presented to Company and confirmed on a case-by-case basis, and will require lead-time of twenty-one (21) business days, as per Schedule 1.

(i) automated worker classification questionnaire, documentation gathering, and Classification Recommendation (“Compliance Questionnaire”); 

(ii) automated tax information collection including required forms (“Tax Information”); 

(iii) automated generation and electronic signature of Customer’s independent contractor agreement template(s) to govern the engagement, including all approved projects and/or tasks in scope of the engagement, between the Customer and the Covered IC (as defined below) (“IC Agreements”); and

2. Compliance Questionnaire and Recommendation Criteria:

Company will configure and implement within Customer’s Platform tenant, country specific Compliance Questionnaire(s) to be used by Customer during onboarding and engagement of Workers. The Compliance Questionnaire, once completed by the Worker will yield a recommendation for the Worker as either: 

(a) a worker meeting the qualifications of an independent contractor for the applicable country jurisdiction (“Covered IC”), or 

(b) a worker that does not meet the qualifications of an independent contractor classification for the applicable country jurisdiction (“Uncovered Worker”) (collectively referred to as the “Classification Recommendation”). 

Criteria for proper worker classification, which is not limited to the Compliance Questionnaire responses provided by Workers, is established at Company’s discretion, and may be updated periodically by Company. Other criteria may include responses to inquiries, publicly available information online, and a review of the services being performed.  

A periodic renewal or validation of the Covered IC Classification Recommendation will  be required based on length of service, or  due to material changes in worker status, engagement status, type of assignments being assigned, and changes in regulatory environment or requirements, or periodically for other reasons at Company’s sole discretion. 

Under no circumstances will an Uncovered Worker Recommendation be reversed if the worker has been fully onboarded and assigned tasks either within the platform or outside of the platform prior to, or in the absence of notification of Worksuite. Any changes to a Classification Recommendation are at Worksuite’s sole discretion and will be subject to additional screening and sufficient documentation to be provided by either Customer, Worker or both parties. 

1. Indemnification
   Subject to terms and conditions set forth below and subject to the active and non-terminated status of this Agreement, Company agrees to indemnify Customer against actual monetary losses in the form of reasonable and verifiable legal attorneys’ fees, court ordered tax liabilities, including interest and penalties, or other assessed fees, penalties and fines from a legal or tax authority with jurisdiction (“Actual Losses”) incurred by or awarded against Customer as a result of Company’s negligence in providing a Classification Recommendation that a worker is properly classified as an independent contractor (“Misclassification”), in connection with a Covered IC working on a Covered Engagement(s) within the Platform.
   
   Customer acknowledges that auditors, courts, tax authorities, or other individuals may interpret the facts differently, and, therefore, understands that the Company is not a guarantor of the outcome in any legal proceeding and the Classification Recommendation provided by Company does not preclude the possibility of a legal proceeding or government investigation.
2. Exclusions
   Notwithstanding anything to the contrary in this Worksuite Classify Agreement, the following exclusions to Company’s obligation to indemnify Customer apply when Actual Losses, inclusive of the underlying claim or finding, are the result of or arise out of one or any of the following:
   1. The use of IC Agreement Templates that have not been reviewed by Company ;
   2. The use of IC Agreements reviewed or provided by Company that have been materially edited without Company’s prior written approval;
   3. Inaccurate onboarding information or incomplete onboarding documentation submitted by worker;
   4. Customer altered Worksuite Classify onboarding workflows or requirements without Company’s prior written approval;
   5. Behaviors or actions by Customer or Customer personnel, Covered ICs, or third-party providers engaged by Customer that are outside scope of Company’s provision of Worksuite Classify;
   6. Claims, violations, or findings that are not directly substantiated by the failure of Company to properly classify the worker as a Covered IC;
   7. Undisclosed actual or pending litigation against the Customer, or that should have been reasonably anticipated to be taken against Customer, in writing to Company prior to execution of this agreement;
   8. Behaviors and actions of the Customer prior to execution of this agreement;
   9. Workers engaged by Customer after the expiration of this agreement;
   10. Workers engaged by Customer or third-party provider of Customer, outside the of the Platform;
   11. Changes in regulations or laws that occur after termination of this agreement;
   12. Customer non-compliance with Company Terms of Service or Terms of Use or any other contractual agreements in place between the Parties;
   13. Inaccurate or misrepresented material information submitted to Company by Customer; or
   14. Customer violations of laws or regulations that are not related to the Misclassification of a Covered IC.

C. Notice of Claim.

Customer agrees to provide written notice by email to EngageOps@Worksuite.com within 5 days of discovery of facts and circumstances that give rise to an indemnification claim as provided herein, including complaints, communications or claims made or threatened by a Covered IC, a regulatory agency, or governmental body in connection with or related to an independent contractor misclassification (“Notice”). Each Notice must provide a detailed description of the complaint or claim, the identification of the affected Covered ICs, amounts of projected or estimated losses from the misclassification, other relevant information, and all material documentation and pleadings as are available to Customer at time of Notice and subsequent to Notice as information and materials become available to Customer.

1. Maximum Individual and Aggregate Liability. Company agrees to indemnify Customer for Actual Losses in connection with Misclassification up to a maximum aggregate amount of $25,000 USD, or equivalent if in a non-U.S. dollar currency, per Covered IC.
2. Except as otherwise stated herein and in addition to maximum individual amount noted above, company will not be liable to customer for any indirect, consequential, or economic damages or for loss of damages to any person or property relating to or arising from this worksuite classify agreement. Customer acknowledges that Worksuite does not source nor identify Workers and is not responsible for evaluation of skills nor ability of Workers to perform the services requested by Customer. In addition to the limits stated above, company’s maximum liability to customer will not exceed $250,000 in the aggregate, regardless of the number of covered ics the customer has.

E. Company Control of Defense.

Company, at its discretion, will attempt to resolve potential misclassification issues or inquiries directly, as applicable. Company reserves the right to assume control of the defense, appeal or settlement of any valid claim that may give rise to an indemnification claim by the Customer. If Company exercises this right, then notification will be sent to Customer acknowledging defense responsibility through independent counsel of Company’s choosing. Company may condition final payment of costs  under this section on execution of a settlement agreement which may include a release of further claims against Company and a confidentiality agreement regarding the settlement amount and circumstances.

1. In the event of a change to any national, federal, state, provincial or other applicable law or regulation affecting Worksuite Classify, or any change materially affecting the cost of providing Worksuite Classify which could not have been reasonably foreseen, Company may make changes to the Worksuite Classify Fees by giving 30 days’ written notice to the Customer and providing Customer with supporting documentation for such changes. Notwithstanding the foregoing, any costs or additional costs incurred by Company which arise from such changes having retroactive or immediate effect will be borne by the Customer and paid to Company according to the payment terms specified in the herein.
2. The Customer agrees not to make any payments relating to an assignment directly to the Covered IC without the knowledge or express written permission of Company (in each instance).
3. Customer accepts and confirms that any permanent establishment risk or liability affecting the Customer in the country or state where services are being provided by Covered ICs under this Agreement falls exclusively on the Customer without any such risk or liability whatsoever falling on Company.
4. Customer holds all necessary insurances to enable the Covered ICs to work on the Customer’s (or third party’s) site as required and such insurances will be in accordance with the legal regulations of the relevant jurisdiction, territory, industry and sector, including the applicable local laws and the laws governing the services.
5. Customer shall not treat Covered ICs, and Covered IC’s personnel, in a manner that is inconsistent with the independent contractor or equivalent classification.
6. Customer acknowledges its role as the hiring entity or equivalent when directly engaging Covered ICs.
7. Customer agrees to notify Company in writing and to fully re-onboard Covered IC if any material information regarding the Covered IC, the Covered Engagement, or other relevant information changes from the time the original (and any subsequent) Covered IC Classification Recommendation is made;
8. The Customer agrees to defend, indemnify, and hold harmless Company against any legally enforceable claim and losses made by the Covered IC or Uncovered Worker relating to or arising from any engagement undertaken directly or indirectly by the worker with or for the Customer prior to the beginning of the Covered IC’s or Uncovered Worker’s engagement in scope with Worksuite Classify (a "Prior Claim"). Should any such Prior Claim exist, the Customer agrees to reimburse Company in accordance with the payment terms of this Agreement any and all costs and fees incurred by Company relating to or arising from responding to a Prior Claim, along with Company’s attorneys' fees and costs, and such costs and fees may include, without limitation, additional remuneration, accrued statutory leave, seniority benefits, termination indemnity, rights and obligations due as a result of deemed employment, and loss of earnings or status, whether perceived or actual, of the worker as well as any employer’s costs, contributions, taxes or similar relating to arising from the foregoing. For the avoidance of doubt, an "engagement" for purposes of this clause shall mean engagement in any form, including but not limited to as an employee, a worker or an independent sub-contractor whether directly or by one or more third parties.
9. Company assumes that the answers to questions about the working relationship in the Compliance Questionnaire and the facts existing in the description of the work project are true and factual. In addition, Company assumes that all questions are answered correctly and truthfully, and that all documents and signatures are authentic. Customer understands that the Classification Recommendation is not binding and the final decision as to classification shall rest with Customer.