Specialist Agreement

Important - please read

This Specialist Agreement ("Agreement") is between BOHAN Machines Limited ("BOHAN") and you, the individual or business creating a specialist account ("you" or "Specialist"). It applies together with the Marketplace Terms of Use and the Marketplace Privacy Notice. If they conflict, this Agreement controls for matters between you and BOHAN. You accept it by ticking the box when you sign up.

Sections 5 (keeping business on the platform), 6 (payment), 9 (your responsibility and indemnity) and 10 (limits on our liability) affect your legal rights. By accepting you confirm that you have read and understood them and have had the chance to get your own advice.

1. You are an independent business

• You are an independent contractor. Nothing in this Agreement makes you an employee, dependent contractor, agent, partner or joint venturer of BOHAN, and you will not hold yourself out as BOHAN’s employee.
• You decide whether, when and for whom you work. You choose which jobs to pursue, whether to accept direct requests, your own hours and your own methods, and you may work for others, including other platforms and BOHAN’s competitors, subject to sections 5 and 8. BOHAN does not guarantee any work or income, sets no hours, and does not supervise your work.
• You supply your own tools, vehicle, equipment, training, insurance and workers’ compensation coverage (where required) at your own cost, and you carry your own business risk, including the risk of loss on a job.
• You are responsible for all income taxes, GST registration and remittance where applicable, pension, employment insurance and workers’ compensation contributions, and any other charges that apply to your business. You are not entitled to wages, benefits, vacation or other employment entitlements from BOHAN.
• If you use employees or subcontractors, you are fully responsible for them and for their compliance with this Agreement. You will not subcontract any part of a job without the customer’s and BOHAN’s prior approval.
• If any court or authority decides that you or your workers are BOHAN’s employees, you agree, to the extent the law allows and without limiting any statutory right you have, to reimburse BOHAN for taxes, contributions, assessments and penalties it is required to pay because of that decision on amounts you received or should have paid yourself, after allowing for amounts you already paid. Nothing in this Agreement stops you making a complaint to, or cooperating with, any government authority.

2. Approval, documents and checks

• Your profile is shown to customers only after BOHAN approves it, which BOHAN may refuse, delay, restrict or withdraw at its discretion at any time.
• Everything you tell us and upload must be true, complete and current. Keep certifications, licences, insurance and clearances valid, and upload replacements before they expire. Tell us immediately of anything that affects your ability to work safely or lawfully, such as a suspended licence, a lapse in insurance, a safety order or a claim against you.
• You consent to BOHAN verifying your documents and statements with the issuing bodies, insurers and references you provide, and to the other reasonable checks it makes for safety, fraud and compliance, in line with the Marketplace Privacy Notice.
• Approval is not an endorsement by BOHAN of your skills, and BOHAN does not warrant your work to anyone.

3. Your profile and rate

• You set your own hourly rate and may change it for future jobs. A change does not affect jobs already assigned. You will not charge a customer on a marketplace job any amount other than what is recorded on the job.
• You give BOHAN a worldwide, royalty-free, non-exclusive licence to display, copy, edit for format and use your name or company name, logo, photos, profile content, ratings and reviews to operate and promote the marketplace, for as long as your profile is active and afterwards for records and legal reasons.
• Customers see your rate with BOHAN’s platform fee added as one price. The fee is paid by the customer on top of your rate; it is not deducted from your rate. BOHAN decides how profiles are shown, ranked and featured, and may change the platform fee and its rules on notice.
• Your profile and statements must be accurate and not copied from others. You are responsible for the content you provide.

4. Doing jobs

• When you express interest or accept a job, you confirm you are qualified, available, licensed, and insured for it. Once assigned, you will perform the job with the skill, care and diligence of a competent professional in your trade, in line with applicable laws, codes, manufacturer instructions and the customer’s site safety rules, and you will complete it by the agreed time.
• Follow lock-out/tag-out and other safety practices. Stop work and tell the customer if conditions are unsafe. Take proper care of the customer’s property and report any damage or incident to the customer and BOHAN promptly.
• Record the job as started and completed accurately, including the hours actually worked, and keep supporting records for at least two years. Do not claim hours you did not work.
• Use the marketplace for job communication and keep a record of changes, so BOHAN can resolve problems. Respond to customers and BOHAN promptly.
• If you cannot do an assigned job, tell the customer and BOHAN as early as you can and cooperate in handing it over; you may be responsible for resulting extra cost to the customer.
• Direct requests: you may accept or decline. If you do not respond within a reasonable time, BOHAN may let the customer choose someone else.
• If your work is defective or incomplete because of your workmanship, you will correct it promptly, at your own cost and without extra charge to the customer, and you will cooperate with any dispute process.

5. Customer information and keeping business on the platform

• The marketplace does not show you a customer’s name, company, address or contact details. Anything you learn about a customer while doing a job is confidential: use it only to do that job, protect it, and do not disclose it or use it to approach the customer for other work outside the marketplace.
• From the time the marketplace first connects you with a customer (by your response to a posted job or a direct request) until 12 months after your last marketplace job for that customer (or 12 months after the connection, if you never did a job), you will not arrange, accept payment for or perform work for that customer outside the marketplace, and you will not solicit the customer to do so.
• This does not apply to a customer you had a written business relationship with before the introduction.
• If you breach this section, you will pay BOHAN the platform fees we would have earned, at the rate that would have applied, on the work done outside the marketplace, which is a genuine estimate of our loss, plus our reasonable costs of enforcing this section. BOHAN may also suspend or remove your account, hold amounts owed to you to cover what you owe, and seek any other remedy including an injunction. BOHAN may, in writing and at its discretion, release a customer and specialist from this section in return for a fee.
• You will not try to find out a customer’s identity from the platform by any means that bypasses its privacy protections, and you will comply with privacy law for any personal information you receive.

6. Payment

• BOHAN collects payment from customers as your limited payment-collection agent. A customer’s payment to BOHAN discharges the customer’s obligation to you for that amount. You will not demand or accept payment for marketplace work in any other way.
• For work the customer has accepted (or is treated as having accepted) as completed, and for cancellation charges payable by the customer under the Marketplace Terms of Use, BOHAN will pay you your hourly rate for the approved hours, plus any pre-approved expenses, after BOHAN has received the customer’s payment in cleared funds. BOHAN is not obliged to pay you before it receives the customer’s payment, and is not responsible if the customer does not pay, though BOHAN may, at its discretion, help pursue collection.
• Payment methods and timing will be confirmed to you in writing before your first paid job and are shown in your portal. BOHAN may change them on at least 30 days’ notice.
• BOHAN may withhold, delay, reverse or set off against amounts due to you: any amount that is genuinely disputed until the dispute is resolved; any payment later reversed, refunded or charged back; any amount you owe BOHAN or a customer under this Agreement; and any payment made in error. BOHAN may hold amounts for a reasonable period after you leave the marketplace to cover reversals and claims.
• You are responsible for all taxes on your earnings. BOHAN may report your earnings to tax authorities and withhold tax if the law requires it.

7. Insurance

You will keep in force, for as long as you offer services on the marketplace and for any job until it is completed, the insurance appropriate to your work, including commercial general liability coverage of at least CAD $2,000,000 per occurrence (or a higher amount BOHAN specifies for your categories), and workers’ compensation coverage or an equivalent exemption where the law requires. You will give BOHAN evidence of it when asked, and BOHAN may require that it or a customer be named as an additional insured. Loss of required insurance is a reason for immediate suspension.

8. Reviews, complaints and conduct

• Customers may rate and review completed jobs, and you may post one public reply. You will not pressure, threaten, reward or retaliate against a customer over a review, and will not post reviews of your own work or reviews of a competitor.
• BOHAN may investigate complaints and incidents, ask you for information and records, and take action it considers appropriate, including warnings, restrictions, suspension or removal. You will cooperate. BOHAN decides, in its discretion, which profiles, ratings and reviews are displayed.
• Do not use the marketplace to promote competing platforms to customers or other specialists or to copy BOHAN’s listings, data or users.

9. Your responsibility, release and indemnity

• You are solely responsible for your work, your workers, your advice and your conduct, and for any loss, damage, injury or death caused by them, by your negligence or by your breach of this Agreement. BOHAN is not responsible for your work or for what customers do.
• You release BOHAN and its directors, officers, employees, contractors and affiliates from all claims arising from your work, your dealings with any customer, or the acts or omissions of a customer or other specialist, except to the extent caused by BOHAN’s gross negligence or wilful misconduct.
• You will defend, indemnify and hold harmless BOHAN and its directors, officers, employees, contractors and affiliates against all claims, losses, damages, penalties and costs (including legal fees on a solicitor-and-own-client basis) arising from: your work or workers; your negligence or wilful misconduct; your misrepresentation of qualifications, licences or insurance; your breach of this Agreement or of the law; and, to the extent the law allows, any claim by or through you or your workers that BOHAN is your employer, except to the extent caused by BOHAN’s gross negligence or wilful misconduct.
• We may take over the defence of any matter at your expense, and you will cooperate. You may not settle a claim that affects BOHAN without our written consent.

10. Limits on our liability

PLEASE READ THIS SECTION CAREFULLY. IT LIMITS WHAT YOU CAN CLAIM FROM US.

• TO THE FULLEST EXTENT THE LAW ALLOWS, BOHAN AND ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS AND AFFILIATES ARE NOT LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFIT, REVENUE, WORK, OPPORTUNITY, GOODWILL OR DATA.
• BOHAN’S TOTAL LIABILITY TO YOU FOR ANY OTHER CLAIM RELATED TO THE MARKETPLACE OR THIS AGREEMENT IS LIMITED TO THE GREATER OF (A) THE AMOUNT BOHAN HAS RECEIVED AND OWES YOU FOR THE JOB THAT GAVE RISE TO THE CLAIM AND (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100). THIS CAP, NOT THE MARKETPLACE TERMS’, APPLIES TO CLAIMS BY YOU AS A SPECIALIST.
• THESE LIMITS APPLY WHATEVER THE LEGAL BASIS OF THE CLAIM, INCLUDING CONTRACT, NEGLIGENCE AND OTHER TORT. Nothing limits liability for our fraud or wilful misconduct or any liability that cannot lawfully be limited.
• The marketplace is provided "as is" and "as available". BOHAN makes no promise of any amount of work, customer payment, or uninterrupted access.

11. Confidentiality and intellectual property

• Customer materials (drawings, manuals, photos, data) remain the customer’s. Use them only for the job and keep them confidential. BOHAN’s platform, content, name and brand remain BOHAN’s, and you may not suggest you are BOHAN’s employee or agent.
• Your own pre-existing tools, methods and know-how remain yours. Rights in specific work product are as agreed between you and the customer for the job.
• Keep BOHAN’s non-public information, including its fees, systems and other users’ information, confidential.

12. Term, suspension and ending the Agreement

• This Agreement continues until ended. You may end it by giving 7 days’ notice and closing your account. BOHAN may suspend, restrict or end it at any time, immediately and with or without notice, if it reasonably believes this Agreement or the Marketplace Terms have been or may be broken, there is a safety, fraud, legal or reputational risk, a document or insurance is invalid, or for any other reasonable business reason, including ending the marketplace.
• Jobs already assigned must be finished or properly handed over unless the customer and BOHAN agree otherwise. Amounts due for approved work remain payable, subject to section 6. Sections 5, 6, 9, 10, 11, 14 and 15 continue after the Agreement ends.

13. Changes

BOHAN may update this Agreement at any time. For material changes we will give you notice by email or in the portal before they take effect; the version number at the top of this page will change. If you keep using the marketplace after the date stated, you accept the change. If you do not agree, you may close your account.

14. Governing law and disputes

• This Agreement is governed by the laws of the Province of Alberta and the federal laws of Canada that apply there.
• Before starting a claim, the person with the dispute must give the other written notice describing it and try in good faith to resolve it for at least 30 days. Time limits under the law keep running during this period.
• The courts of Alberta, sitting in Calgary, have exclusive jurisdiction, except that BOHAN may seek urgent injunctive relief in any court. Each party will bring claims against the other only in its own name and not as part of a class or representative action, to the extent the law allows.

15. General

• This Agreement, with the Marketplace Terms of Use and Privacy Notice, is the entire agreement between you and BOHAN about the marketplace. If a part is unenforceable, the rest still applies and that part is read down to the extent needed. A delay in enforcing a right is not a waiver.
• You may not assign this Agreement or your account. BOHAN may assign it to an affiliate or a successor to its business. You agree to sign and deliver electronically, and that your acceptance by ticking the box and any record BOHAN keeps of it is a valid signature.
• BOHAN is not responsible for delay or failure caused by events outside its reasonable control. Notices to you are effective when sent to the email on your account; notices to BOHAN must be sent to machines@thebohan.com.

16. Contact

• BOHAN Machines Limited
• Email: machines@thebohan.com