Terms and Conditions
- Tie National, LLC (TIE): The provider of Assignments to the Subcontractor.
- Independent Contractor, Contractor, or Subcontractor: The entity or individual entering into this agreement with TIE.
- Assignment(s): Tasks or jobs that are assigned to the Subcontractor to work remotely or onsite with the End User equipment.
- Customer, Client, or End User: The business entity that is contracting TIE for services.
- Service(s): Remote or Onsite labor associated with Assignment(s).
INDEPENDENT CONTRACTOR STATUS AND RELATIONSHIP OF THE PARTIES
All parties to this Agreement are independent contractors and not joint ventures, franchisors or franchisees, partners, employees, agents or brokers of TIE or TIE’s Clients. Subcontractors represent and acknowledge that they are not employees of TIE or any of TIE’s Clients. The Subcontractor is and shall identify themselves as independent contractors to any third party. As an independent contractor, the Subcontractor represents that they are an independently-established business which shall be treated as an independent contractor and not as an employee, partner or agent or joint venturer for federal, state, municipal, provincial, territorial and local tax purposes and for all other purposes. As independent contractors, the Subcontractor is solely responsible for any and all federal, state, municipal, provincial, territorial and local income tax and social security and unemployment taxes, pension plan contributions, health insurance contributions, any VAT tax, sales tax, use tax social services tax or other payroll taxes and any Workers’ compensation contributions for itself and any of its employees. The Subcontractor will be responsible for maintaining all records and remitting any taxes and submitting any required documentation, returns or filings to the appropriate taxing authorities. ALL SERVICES PERFORMED UNDER THIS AGREEMENT ARE AS AN INDEPENDENT CONTRACTOR AND THIS IS AN ESSENTIAL TERM OF THIS AGREEMENT. As independent contractors, the Subcontractor bears all of the costs and risks of operating their own business including risks of loss. The Subcontractor agrees to report the income received pursuant to this Agreement consistent with the reporting requirements of an independent contractor. As independent contractors, Subcontractors retain the right to provide services to other Users as well as entities not contracted with TIE.
As an independent contractor, the Subcontractor has the right to:
- Determine the manner in which the work stipulated in an Assignment will be performed subject to Client specifications and standards;
- Determine when the work will be performed.
- Determine what tools or equipment to use.
- Reject any Assignment.
- Determine where to purchase supplies and services.
- Determine what work must be performed by a specified individual consistent with the Assignment.
- Be free from control and direction in how they perform the work in an Assignment.
- Perform work for any Client through TIE as well as performing work for any other company whether contracted through TIE or not.
- Determine what order or sequence to follow in performing the work.
The Subcontractor agrees that as an independent contractor, the Subcontractor is solely responsible for the materials, supplies, equipment and all other costs incurred in the performance of providing the service and that there shall be no reimbursement for any materials, supplies, equipment or operating costs by TIE or the Client, except for those enumerated by Subcontractor in the Assignment and agreed to by the applicable Client. The Subcontractor agrees that in performing any services secured through TIE, the Subcontractor will be acting in the ordinary course of the Subcontractor’s own business. The Subcontractor agrees that it will not in any way identify its place of business or establishment as a place of business or establishment of TIE or the Client.
TERM AND TERMINATION
This Agreement may be terminated by either party upon thirty (30) days prior written notice, provided, however, such notice shall not affect the obligations of the parties with respect to any Assignment in progress at the time of such notice.
Termination of this Agreement shall not affect any right or obligation of the parties arising from or relating to the period prior to such termination and the covenants contained in the Indemnification, Confidentiality, or Non-Solicitation sections hereof shall survive any termination of this Agreement indefinitely.
Final payment shall not be due until the Assignment is completed and in satisfactory working condition, as determined by the receipt of deliverables for each Assignment as outlined per Assignment scope. Terms for the contractor are net 30, but TIE strives to pay in 15 days. For greater certainty, any fee or other compensation paid by TIE to Independent Contractor hereunder shall be made without withholdings for income tax, Social Security contributions, unemployment insurance contributions or other similar deductions (herein collectively referred to as the “Withholdings”). Any taxes or other Withholdings levied now or hereafter by any federal, state or local government shall be for the account of and paid by Independent Contractor. Payment will be made based on the agreed amount. If sub accepts the Assignment no additions will be paid for unless negotiated in writing. All Assignments negotiated on an hourly basis will be calculated one (1) hour minimum and at fifteen (15) minute increments thereafter, unless negotiated otherwise in writing on a per Assignment basis.
- Independent Contractor to give notices and comply with laws, rules and regulations of public authorities bearing on the performance of the Assignment, including securing at Independent Contractor’s expense (TIE will reimburse cost if copy is submitted with invoice) any building permits, special permits, approvals and licenses necessary for the proper execution and completion of the Assignment.
- To install all equipment to client’s specifications while also adhering to all industry standards and federal, state, county and local codes.
- To leave all work areas clean and all penetrations patched by the end of each work day.
Changes or amendments to any Assignment or written documentation delivered in accordance therewith shall be submitted to the Subcontractor’ in writing. TIE will not pay for any “extras” or “changes” without prior notice and without the approval from authorized client. NOTE: Not all local managers have the authority to approve changes.
Without restricting the generality of Indemnification section hereof, Subcontractor shall provide, maintain and pay for:
- Workers’ Compensation Insurance required by applicable laws and regulations for all their employees performing work for TIE, and Employers’ Liability Insurance in the amount of not less than $500,000 or state minimum if higher. Such insurance shall provide for waiver of subrogation against TIE.
- Comprehensive General Liability Insurance (including coverage for automobile liability and broad form contractual liability) against claims for bodily injury, death, or property damage occurring on, in, or about the premises where the work is being performed pursuant to Schedule A attached hereto, with limits for General Liability Insurance of $1,000,000 per occurrence, and for Automobile Liability Insurance of $1,000,000 per occurrence, or such greater amounts as TIE, from time to time, may specify in writing. Such insurance policies shall name TIE as an additional insured party thereunder.
Unless expressly agreed in writing by TIE, the duration of each insurance policy shall include the period from the date of commencement of the Assignment until the date performance of the Assignment is fully completed.
All such insurance policies shall:
- Provide that no cancellation or change to such insurance shall be effected without giving at least 15 days’ prior written notice to TIE.
- Be valid and enforceable policies issued by insurers of recognized responsibility approved by TIE. Certificates of such insurance shall be delivered to TIE prior to commencement of the Assignment.
No Subcontractor shall be issued Assignment and/or be allowed to begin work unless and until satisfactory evidence of compliance with the above insurance requirements has been received by TIE’s Legal Administrator and approved by TIE.
Subcontractor shall fully defend, indemnify, and hold harmless TIE, its officers, owners, personnel, employees, agents, contractors, invitees, or volunteers from any and all claims, lawsuits, demands, causes of action, liability, loss, damage and/or injury, of any kind whatsoever (including without limitation all claims for monetary loss, property damage, equitable relief, personal injury, and/or wrongful death), whether brought by an individual or other entity, or imposed by a court of law or by administrative action of any federal, state, or local governmental body or agency, arising out of, in any other way whatsoever, any acts, omissions, negligence, or willful misconduct on the part of TIE, its officers, owners, personnel, employees, agents, contractors, invitees, or volunteers. This indemnification applies to and includes, without limitation, the payment of all penalties, fines judgments, awards, decrees, attorneys’ fees, and related costs or expenses, and any reimbursements to TIE for all legal fees, expenses, and costs incurred but it.
Subcontractor agrees that it will not divulge, communicate or use for its benefit or for the benefit of any other person or entity any confidential information obtained or acquired from TIE in the course of performing its obligations under this Agreement. Subcontractor acknowledges that all confidential information obtained or acquired from TIE pursuant to this Agreement is the sole and exclusive property of TIE. Upon termination of this Agreement, TIE may request return of all material or copies containing such confidential information so obtained or acquired, whether in printed, written or electronic form, to the Subcontractor. Confidential information includes, without limiting the generality of the foregoing, customer specific information, prices, bids, quotes, trade secrets or business information of any kind or nature. The obligations hereunder with respect to maintaining in confidence and limited use of the confidential information shall continue during the term of this Agreement and thereafter until the two anniversary of the termination of this Agreement and said obligation shall be binding upon Independent Contractor’s spouse, affiliates, assigns, heirs, executors, administrators, or other legal representative.
As a result of this Agreement, Subcontractor will have access to some or TIE’s entire customer list. This customer list has been developed over a lengthy period of time and acquired at significant expense, and is treated as confidential information by TIE. Subcontractor hereby agrees that during the term of this Agreement and thereafter until the second anniversary of the termination of this Agreement, Subcontractor will not directly or indirectly interfere with, solicit, contact or accept any business from known TIE customers the Subcontractor had contact with during this agreement without prior written consent of TIE and said obligation shall be binding upon Independent Contractor’s spouse, affiliates, assigns, heirs, executors, administrators, or other legal representative.
UNAUTHORIZED USE OF NAMES
Subcontractor will not use the names of TIE or TIE customers as references without prior written approval.
WORK PRODUCT RIGHTS
Any work product produced during the assignment or to complete the assignment shall become the property of TIE.
The parties recognize that a breach of any of the covenants contained in the Confidentiality, Non-Solicitation, or Unauthorized Use of Names sections hereof would result in damages to the non-breaching party and that the non-breaching party could not be adequately compensated for such damages by monetary award. Accordingly, each party agrees that, in the event of any such breach and in addition to all other remedies available to the non-breaching party at law or in equity, the non-breaching party shall be entitled to apply to a court of competent jurisdiction for such relief by way of restraining order, injunction, decree or otherwise as may be appropriate to ensure compliance with the provisions of this Agreement.
BINDING EFFECT; ASSIGNMENT
This Agreement shall be binding upon the parties and their respective successors and assigns and shall inure to the benefit of the parties and their respective successors and permitted assigns. Neither party shall assign any of its rights or delegate any of its duties under this Agreement (by operation of law or otherwise) without the prior written consent of the other party, and any such Assignment or delegation without the prior written consent of the other party shall be void.
This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to the conflicts of law, rules and principles of such State.