Last updated: August 2021

Capitalized terms used in these Professional Supplemental Terms (these “Terms”) have the meanings set out in the Ambimi Terms of Service available at [ https://www.ambimi.com/terms-of-service ] (the “Agreement”) unless otherwise defined in these Terms.

If you have registered to use the Service as a Professional, in addition to the terms and conditions of the Agreement and the Privacy Policy, you agree to be bound by the following terms and conditions:

1.               Service Arrangement

1.1             You may review and respond to requests for Jobs posted by Organizations (each a “Job Request”), received through the Service. You have no obligation to respond to any Job Request or to accept a Job Request. Following acceptance of a Job Request, however, you must perform the Job in accordance with the description of such Job provided in the Job Request and the Organization’s reasonable instructions. Failure to do the work associated with an accepted Job Request will constitute a material breach of the Agreement and your agreement with the Organization.

1.2             Nothing in these Terms or the Agreement shall be construed as a guarantee that you will be offered any volume of Job Requests.

1.3             If you accept a Job Request, your contract for the performance of the Job will be directly with the applicable Organization. Ambimi will not be a party to any agreements or contracts for Jobs. Ambimi coordinates payments between Organizations and Professionals but does not act as a prime contractor for the Jobs and nothing in the Agreement or Ambimi’s provision of the Services, including coordination of payments, makes Ambimi responsible for the Jobs in any manner. Your contracts for Jobs are with the applicable Organization in each case, not with Ambimi.

1.4             When interacting with Organizations and their personnel, you should exercise due diligence, caution and common sense to protect your personal safety and property.

2.               Performance of Jobs

2.1             You agree to perform all accepted Jobs fully and in accordance with the Job parameters and other reasonable instructions established by the Organization. Full performance of Jobs will typically include, but is not limited to: (a) arriving at the Job Location fifteen (15) minutes prior to the Job start time; (b) adhering to instructions provided by the Organization; and (c) staying at a Job Location until the end of the Job or the end of a shift (where a Job is scheduled to occur over multiple days), with the exception of any scheduled breaks. Failure to comply with this Section 2.1 will constitute a material breach of this Agreement.

2.2             You represent, warrant and covenant to Ambimi that: (a) you are an independent contractor engaged in the independent business of performing Jobs; (b) any information you provide to Ambimi as part of the registration process is complete and accurate; and (c) by accepting a Job Request, you confirm that you have all skills, qualifications and licenses necessary to perform the Job to be performed under such Job Request.

2.3             Ambimi does not control the manner or prescribe the method used to facilitate or perform Jobs. You and the Organization that engages you to perform a Job, and not Ambimi, are responsible for any such facilitation and performance.

2.4             Ambimi is not responsible for supplying any equipment or tools necessary to perform the Jobs. To the extent you are required to supply your own equipment or tools to perform a Job, the Organization engaging you to perform a Job will be responsible to notify you of such requirements prior to your acceptance of the Job Request.

2.5             Nothing in the Agreement will preclude Ambimi from doing business with other independent contractors, nor preclude you from entering into contracts similar to this Agreement with other recruitment agencies or service providers. Ambimi will not restrict you from performing other Jobs for any company, business or individual, or from being engaged in any other occupation or business. Notwithstanding the foregoing, you acknowledge and agree that, during the term of this Agreement, you shall not use your relationship with Ambimi (or the information gained therefrom) to divert or attempt to divert any business from Ambimi to a third party that provides recruitment services in competition with Ambimi.

2.6             You acknowledge and agree that Ambimi may release your contact information to an Organization upon that Organization’s request in connection with Job Requests that you have accepted and Jobs that you have performed for that Organization.

3.               Service Fees & Payment

3.1             At the time that we provide you with an opportunity to accept a Job Request, we will inform you of the payment terms for the Job associated with that Job Request (the "Service Fee").

3.2             In exchange for fully, timely and properly performing a Job, you shall receive the Service Fee for your successful completion of that Job. You will be required to acknowledge that the applicable Service Fee for a Job Request was communicated to you in advance of your acceptance of the Job Request.

3.3             Payment of the Service Fee will be processed by the Payment Processor as described at [ https://www.ambimi.com/payment-policy ].

3.4             You agree that you are not an employee of Ambimi and, as such, there will be no deductions for any statutory withholdings such as income tax, Canada Pension Plan, Employment Insurance or Worker’s Compensation. You agree to remit and be responsible for any and all withholdings, taxes, Worker’s Compensation remittances, income taxes and other deductions and remittances required by applicable statutes in connection with your performance of Jobs.  At the request of Ambimi, you will provide satisfactory evidence that you have made such payments.

4.               Rating System

4.1             You acknowledge that Ambimi desires to provide Organizations with the opportunity to connect with Professionals who maintain the highest standards of professionalism. For quality assurance purposes, we have developed a rating system designed to determine the level of service provided by Professionals, through Organization feedback. Ambimi uses the rating system to determine the quality of Professionals to whom to forward Job Requests. Professionals with low ratings may be limited in their right to receive and respond to Job Requests. Ambimi reserves the right to suspend or terminate your access to and use of the Site and/or Service, or any portion thereof, if your rating falls below a certain threshold, as determined by Ambimi in its sole discretion. Ratings and any reviews associated with them are entirely at the discretion of the user that submit such ratings and reviews. Ambimi is not responsible for any rating or review and will have no obligation to you to change any rating or review with which you disagree. If you disagree with a rating or review, your sole remedy is to refrain from any further use of the Site and Service.

5.                Insurance & Indemnification

5.1             As between you and Ambimi, you are solely responsible for obtaining and maintaining any insurance coverage required or otherwise desired by you in connection with your performance of Jobs you have accepted through the Service.

5.2             You hereby indemnify, defend and hold harmless Ambimi and its affiliates, and their respective officers, directors, agents, shareholders, employees and representatives, from and against any and all damages, injuries, claims, demands, actions, liabilities, costs and expenses (including reasonable legal fees) incurred or made against Ambimi arising from or connected with your performance or non-performance of Jobs or your breach of warranty, representation or covenant herein including, without limitation, any liability that Ambimi may incur to any authority for source deductions, taxes and any other remittance obligations with respect your performance of Jobs and the payment of Service Fees.