General terms and conditions - customer

GENERAL TERMS AND CONDITIONS CLIENT / BUSINESS

Purpose: These general conditions (“GTC”) govern the contractual relationship between Agence Staff Renter Inc. (“Staff Renter”) and you, a customer registering for Staff Renter services through its website and / or its intranet (“you” or the “client”, and collectively with Staff Renter, the “parties”). By clicking “Accept” you accept these GTC and agree to comply with them, in the same way as if you had signed a contract with Staff Renter. These GTC are an integral part of your contractual agreement with Staff Renter, and with the specific conditions of your electronic registration form and of any other agreement to be agreed between the parties or of any document issued by Staff Renter in connection with any mandate. to be granted (if applicable) constitute the entire agreement between the parties (the “contract”) and replace and cancel any discussion, declaration, agreement or agreement, verbal or written, entered into between the parties relating to the subject of the present. The contract can only be altered, changed or modified by an amendment signed by both parties. Notwithstanding the above, Staff Renter may, at any time and by means of a written notice, make changes respecting the general scope of the contract or of these GTC. If these changes cause material damage to the customer or substantially increase its obligations, the customer will have the right to refuse these changes and to terminate the contract only if he does not get along with Staff Renter or if Staff Renter does not waive the changes.
Description of the services (the “services”):

TEMPORARY / INTERIM / EVENT PLACEMENT

(TEMPORARY, SPORADIC, REPLACEMENT AND OTHER EVENTS)

Duration: The contract comes into force on the date of signature (manual or electronic) or customer registration on the Staff Renter platform and will remain in force for an indefinite period, either as long as the customer needs the services from Staff Renter. If one of the parties indicates in writing their intention to terminate the contract, the contract will terminate immediately at this time. It goes without saying that all costs incurred before the termination of the contract or any agreement concerning the payment of the price or fees must be honored despite the termination of the contract.

Hours of service:
Unique contract : A minimum number of 4 hours per self-employed worker (“candidate”) is required and will be invoiced to justify their travel. Hours are calculated from when he takes office on the job until the end of his working day. The hours must be communicated by the customer to Staff Renter according to the terms and conditions present in the contract.
If the contract is in another region and the client takes care of the transportation of the candidate, the start of the hours calculated on the shift will take effect from the client’s premises to the place of contract. Thus, the transportation of the candidate will be charged to the client.
Interim mandate: In order to guarantee a minimum income for the candidate traveling to your establishment, a minimum of 32 hours per week will be billable for any candidate assigned to a mandate of more than 14 days. It goes without saying that if the candidate leaves by himself, this rule will not apply.

Hours tracking: The client agrees to communicate the hours worked by the candidates on the intranet or by email every Monday for the previous week. Otherwise, Staff Renter will charge the hours confirmed with the candidate and send the invoice to the client. In the event of an adjustment, Staff Renter will do its best to accommodate the client, but some changes may no longer be possible, since the applicants have already invoiced us.

Price: Depending on the services to be filled and the requirements of the candidates who will provide these services to the client, the rates will vary according to a charter that Staff Renter will make available at all times by email or on the client’s intranet. Preferential rates may apply, at the sole discretion of Staff Renter.

Payment of the price: The price (as defined in the sections above) is payable by check, credit card, bank transfer, e-transfer, bitcoin or any other method of payment expressly accepted by Staff Renter. Any PayPal transaction fees, STRIPE, credit card fees and other bank charges are the responsibility of the customer in the amount of 3,4% of the total amount charge. Staff Renter has the right to offset and reduce any payment owed by the customer to Staff Renter under the contract or any other agreement between the parties. Staff Renter may withhold from payment any amount that is disputed in good faith or an amount sufficient to reimburse Staff Renter for all responsibilities that the client has towards Staff Renter, including those arising from the client’s failure to comply with any requirement of the contract.

Pre-authorization: Staff Renter reserves the right to request a credit card to pre-authorize the first 3 events, regardless of the payment method chosen. Staff Renter reserves the right to pre-authorize the credit card to the customer account at any time it deems appropriate.

Contributions and charges: A rate of 3% will be charged on the entire invoice to the customer for CNESST contributions and charges. This rate is applicable on all billing services including tips, transport costs, surcharges, holidays and all other additional adjustments. These charges protect workers in the workplace according to the conditions of the CNESST.

Increase: Note that a 15% increase will be applicable if a request is made within 24 hours before the start of the shift of the candidate requested. Requests made outside office hours will also follow this rule. In addition, a 25% surcharge will apply for night shifts.A 50% mark-up will apply for statutory holidays indicated by provincial / federal laws. Finally, certain dates during the year, in addition to public holidays, may be increased, due to high traffic. It is the customer’s duty to inform when in doubt or before placing an order for personnel. See section Exceptional mark-up(s) section below.

Exceptional mark-up(s): From the year 2022, for the holiday season: Given the very high traffic, note that the dates of December 24-25-26 and 31 as well as January 1 and 2 will be increased by 50% of the usual rate.

Modification and cancellation policy:
Unique contract : Orders of less than 5 candidates can be modified or canceled without charge up to 24 hours before delivery time. Beyond that, a total of 4 hours of work per candidate will be charged. For orders between 5 and 9 candidates for the same day, they can be modified or canceled free of charge 3 working days before the delivery day. Beyond that, a fee of 50% may be required up to 24 hours before delivery and in full thereafter. Orders of 10 or more candidates may be modified or canceled free of charge 7 working days before the delivery day. Beyond this period, a fee of 50% may be required up to 3 working days before the delivery day and in full thereafter.
Interim mandate : For confirmed contracts lasting more than one (1) week, a 7-day notice must be given by the client to the candidate when canceling a contract. In the event of non-compliance with this deadline, 50% of the hours provided for in the contract will still be charged to the client, and compensation will be offered to the candidate.

Travel expenses/transport fees: Travel expenses could be applied, depending on the geolocation of the contract and the transport of the candidates. These fees will be an incentive for applicants to travel. These fees will always be justifiable and reasonable. It is the customer’s duty to be informed of these costs before ordering personnel. These fees may be calculated for each kilometer traveled by the candidate, or via a lump sum, depending on the case.

Exclusivity: The candidates, applicants, employees, or self-employed workers presented or proposed by Staff Renter are exclusive to Staff Renter. If the client wishes to hire a candidate permanently or temporary (on their payroll or through another agency), they must go through Staff Renter and obtain their prior written consent. In this case Staff Renter reserves the right to charge a corresponding outplacement fee, which is established in accordance with the terms of the headhunter service of the above-mentioned agency (Exclusive Contract * Price, fees and payment *) . The client therefore undertakes not to offer an employment opportunity, not to contact or solicit and not to take / request personal or confidential information from said candidates or employees for the duration of the contract and a period of one (1) year following its termination/or the end of the event/contract. In the event that these conditions are exceeded, Staff Renter reserves the right to charge outplacement fees accordingly, which are established in accordance with the terms of the headhunter service of the agency mentioned above : (Open contract * Price, fees and payment *)

Breakage / Damage Policy: Any breakage / loss of material or other physical, material or other damage is the responsibility of the client or the candidate, excluding Staff Renter. Staff Renter does not maintain any insurance on this subject

Termination: Staff Renter may terminate the contract for any reason whatsoever at any time by written notice to the client. If the client ceases, omits or refuses to perform the contract or fails to fulfill any of his obligations under the contract or that he is in violation of any clause of this contract, in whole or in part (“breakage”) , and that Staff Renter, in acting reasonably, considers that the said breach can be corrected, Staff Renter, before terminating this contract, will give the client written notice of the said breach. The client has five (5) calendar days (or more with the authorization of Staff Renter) from the date of receipt of said notice to correct the non-performance. If the non-performance is not corrected, if Staff Renter determines that the non-performance cannot be corrected, or if the client acts dishonestly, negligently or fraudulently, or provides false or intentionally incomplete information to Staff Renter (“a gross negligence ”), Staff Renter may give the client written notice of termination of contract for non-performance, with immediate effect upon receipt, without prejudice to all of its other rights and remedies.
In the event of such termination for breakage or gross negligence, the customer will not be entitled to any refund. The customer can also immediately terminate the contract and demand a refund if Staff Renter commits a material breakage and does not remedy this breakage within three (3) months from the date of receipt of a written notice of defect. for this purpose by the customer.

PERMANENT PLACEMENT SERVICE

(HEAD HUNTER, TALENT ACQUISITION)

Staff Renter will act as an intermediary between you and a potential employee in Quebec or Ontario (“the employee” or the “candidate”) in the field of catering or tourism (the “domain”) with the aim that you found yourself an employee in Quebec in the field. Staff Renter will put you in touch with one or more candidates and make commercially reasonable efforts to obtain one or more job interviews for potential employees according to the mandate you have been appointed to. Staff Renter’s service is limited to the door-to-door sales services explicitly described in this paragraph. The client agrees to be available for interviews and to answer questions from Staff Renter and the employee, in order to allow Staff Renter to render services. You agree that Staff Renter’s services will in no way create an employer-employee / employee relationship between Staff Renter and you, or any other obligation on the part of Staff Renter towards you, other than those expressly provided for in this paragraph.

EXCLUSIVE Contract * Price, fees and payment *:

The fees payable by the customer to Staff Renter for services are X% (percentage to be defined with Staff Renter during the execution of a mandate) of the anticipated theoretical annual salary (all charges and payrolls included) of the employee during the first year, based on an average of 40 hours / week, regardless of the number of hours scheduled (part-time, full-time, contractual, etc.) and will be paid by the client to Staff Renter upon hiring of the employee (the “price”). Staff Renter will only start performing the services on receipt of a deposit equivalent to 30% of the price, which the customer undertakes to pay within 48 hours of the intervention of an agreement between the parties for the search mandate. with Staff Renter. This deposit is not refundable, even if the services are not completed, in particular if the candidate never works for the client. It can act as a credit, valid for 3 months following the cancellation of the research mandate, and this, for the same research mandate.
If the context, position or profile of the candidate sought changes significantly during the mandate or before or during the provision of services, the client must notify Staff Renter for the proper performance of its services, and it is understood that the price will have to be adjusted accordingly.
The balance of the price after payment of the deposit (i.e. 70% of the price), will be invoiced at the time of hiring of the employee and will be payable on the first of the following dates: that of the signing of the employment contract with the employee, or on the employee’s first day of work. If the payment methods of the invoice are not respected, the replacement guarantee will be automatically canceled.
This type of contract offers a replacement guarantee, see paragraph “Guarantee”.

OPEN Contract * Price, fees and payment *:

The fees payable by the customer to Staff Renter for the services are X% (percentage to be defined with Staff Renter during the execution of a mandate) of the anticipated theoretical annual salary (all charges and payrolls included) of the employee during the first year, based on an average of 40 hours / week, regardless of the number of hours scheduled (part-time, full-time, contractual, etc.) and will be paid by the client to Staff Renter when the employee is hired, the details being in the search mandate sent to the client (the “price” ). Staff Renter must receive a valid credit card to pre-authorize when presenting a candidate. The client may provide a card at the establishment of the search mandate or thereafter, but may not meet a candidate before having provided his credit card. This same pre-authorization will correspond to 25% of the total costs.
If the context, position or profile of the candidate sought changes significantly during the mandate or before or during the provision of services, the client must notify Staff Renter for the proper performance of its services, and it is understood that the price will have to be adjusted accordingly.
The entire price will be invoiced when the employee is hired and will be payable on the earliest of the following dates: that of the signing of the employment contract with the employee, or on the first working day of the employee. If the payment methods of the invoice are not respected, the replacement guarantee will be automatically canceled.
This type of contract offers a replacement guarantee, see paragraph ”Guarantee”

INSTANT Contract * Price, fees and payment *:

INSTANT OPEN Contract * Price, fees and payment *:

BUYING a knowned application: * Price, fees and payment *:

The fees payable by the client to Staff Renter for services are X% (percentage to be defined with Staff Renter during the execution of a mandate) of the anticipated theoretical annual salary (all charges and payrolls included) of the employee during the first year, based on an average of 40 hours / week, regardless of the number of hours scheduled (part-time, full-time, contractual, etc.) and will be paid by the client to Staff Renter on the dates provided below. The costs are not reimbursable even if the services are not completed, in particular if the candidate never works for the client.
All costs will be invoiced at the time of hiring the employee and will be payable on the first of the following dates: that of the signing of the employment contract with the employee, or on the first working day of the employee. If the payment methods of the invoice are not respected, the replacement guarantee will be automatically canceled/voided.
This type of contract offers a replacement guarantee, see paragraph ”Guarantee”

INTERNATIONAL Contract * Price, fees and payment *:

The fees payable by the customer to Staff Renter for services are X% (percentage to be defined with Staff Renter during the execution of a mandate) of the anticipated theoretical annual salary (all charges and payrolls included) of the employee during the first year, based on an average of 40 hours / week, regardless of the number of hours scheduled (part-time, full-time, contractual, etc.) and will be paid by the client to Staff Renter upon hiring of the employee, (the “price”). Staff Renter will only start performing the services on receipt of a deposit of 30% of the price, which the customer undertakes to pay within 48 hours of the intervention of an agreement between the parties for the search mandate with Staff Renter. This deposit is not refundable, even if the services are not completed, in particular if the candidate never works for the client. It can act as a credit, valid for 3 months following the cancellation of the research mandate, and this, for the same research mandate.
This type of research contract will normally need some legal fees (example: immigration fees, attorney fees or any additional fees not executed by Staff Renter). These fees will be borne by the client and not included in the general recruitment costs. Depending on each situation, Staff Renter may or may not be part of these processes via its business partners.
If the context, the position or the profile of the candidate sought were to change significantly during the mandate, the client must notify Staff Renter for the proper performance of its services, and it is understood that the price will have to be adjusted accordingly.
The balance of the price after payment of the deposit (70% of the price), will be invoiced at the time of hiring of the employee and will be payable on the first of the following dates: that of the signing of the employment contract with the employee, or on the first day of work of the employee or approval or obtaining or issuance of the candidate’s work permit. If the payment methods of the invoice are not respected, the replacement guarantee will be automatically canceled.
This type of contract offers a replacement guarantee, see paragraph ”Guarantee”

GUARANTEES

Service guarantee :
Staff Renter guarantees that the services will be carried out diligently and in good faith, making commercially reasonable efforts of Staff Renter. To the extent permitted by law, no other warranty, implicit or explicit, including, but not limited to, a warranty of performance or results, is given to the client.

Placement warranty :
The placement warranty is 90 days applicable from the date the employee takes office or the date of signing the employment contract (which will happen first) and will only be honored if all the price or professional fees and other costs will have been paid in accordance with the terms provided for this purpose in the contract. The duration of the warranty in the case of a replacement of a candidate corresponds to the amount of days remaining in the initial warranty of the first candidate placed. The same applies if there are several replacements. The warranty will therefore be 90 days total, regardless of the number of candidates placed.
To replace a candidate that didn’t fit, the customer must provide Staff Renter with proof of termination of employment via an official document. Staff Renter can calculate the time remaining under the warranty thereafter.
The Staff Renter guarantee applies only and only to Staff Renter services, therefore additional or additional services and costs are not guaranteed by Staff Renter (example: immigration fees, lawyers’ fees or any non-additional fees performed by Staff Renter).
The replacement warranty is limited and does not apply in the following cases:

Dismissal of the employee, direct or indirect, without gross negligence
Non-compliance with the working conditions of the initial agreement with the employee
Non payment of all worked hours
Abuse / customer negligence
Moving the client’s business;
Partial or total disability of the employee;
Lack of work;
Strike or Lock-out;
Disease or injury;
Maternity / paternity;
Retirement;
Mutation of the employee;
Force majeure (natural disaster, epidemic, pandemic, etc.)

If the replacement is not made immediately, the sum of the fees of this mandate would be applicable as a credit on a future investment, for a period of twelve (12) months from the date of the last employee’s working day. This credit will only be applicable for the same research mandate.

Commitments: Staff Renter will carry out verification interviews in order to validate the content of the curriculum vitae of the selected employed candidates, as well as the taking of professional references. Referencing is a decisive step in the selection process and is completed by Staff Renter to support their recommendations. Staff Renter will take references, by taking into account the concerns of the client and the criteria of the position that the latter will have provided him at the time of the intervention of an agreement between the parties concerning services. Staff Renter must obtain the written authorization of the candidate employees and the list of people with whom it is possible to communicate in order to obtain the relevant information.
The customer acknowledges that the result of taking references is largely based on the responses and comments made by the people with whom it has been possible to communicate, and that Staff Renter is not responsible for any information collected during the taking references. The customer can make the references himself or check them if he wishes.
For its part, the client agrees to provide precise follow-up with Staff Renter during the staffing process. In this sense, the customer will have forty-eight (48) hours to return to Staff Renter:

When an application is submitted to it (via email or any other means of communication).
When a candidate is interviewed, tested or tried in their company

In the case of an open contract and when a client does not return within 48 hours of an interview or a try out, Staff Renter reserves the right to collect the pre-authorization which becomes a non-refundable fee. This same amount will be deducted from the final invoice when the hiring process .
In addition, the customer agrees to be constantly available and reachable by Staff Renter and its agents and representatives. In the opposite case or in the case of non-compliance with one of the clauses mentioned above, Staff Renter reserves the right to suspend the mandate and to suspend its research, by means of a verbal or written notice. The mandate can then be restarted as soon as the client communicates his intentions with Staff Renter. Staff Renter reserves the right to clarify certain points before resuming research, thereby facilitating recruitment and staffing.
If Staff Renter suspends research 3 times, the mandate will be considered closed, and the costs already paid will be non-refundable.
The client also undertakes to provide a welcome and a framework facilitating the integration of the employees hired within his organization. In addition, he undertakes to comply with the working conditions and the employment criteria offered, usually but not necessarily annexed to the contract. It goes without saying that Quebec’s labor standards will prevail over any agreement reached to avoid disagreements.
The client also undertakes to provide Staff Renter, upon request, with a copy of an employee promise to hire containing the text reproduced in Annex A to the contract.

Termination: Staff Renter may terminate the contract for any reason whatsoever at any time by written notice to the client. In such a case, Staff Renter will immediately reimburse the customer. If the client ceases, omits or refuses to perform the contract or fails to fulfill any of his obligations under the contract or that he is in violation of any clause of this contract, in whole or in part (“breakage”) , and that Staff Renter, in acting reasonably, considers that the said breach can be corrected, Staff Renter, before terminating this contract, will give the client written notice of the said breach. The client has five (5) calendar days (or more with the authorization of Staff Renter) from the date of receipt of said notice to correct the non-performance. If the non-performance is not corrected, if Staff Renter determines that the non-performance cannot be corrected, or if the client acts dishonestly, negligently or fraudulently, or provides false or intentionally incomplete information to Staff Renter (“a gross negligence ”), Staff Renter may give the client written notice of termination of contract for non-performance, with immediate effect upon receipt, without prejudice to all of its other rights and remedies.
In the event of such termination for breakage or gross negligence, the customer will not be entitled to any refund. The customer can also immediately terminate the contract and demand a refund if Staff Renter commits a material breakage and does not remedy this breakage within three (3) months from the date of receipt of a written notice of defect. for this purpose by the customer.

GENERAL CLAUSES

ALL SERVICE COMBINED

Liability and insurance: It is understood between the parties that Staff Renter will in no case be considered as the employer of the candidate or employee, and makes no representation as to their status as employee, self-employed or other, and will therefore not assume no responsibility or formality for this purpose (all charges if applicable (contributions, payroll management, insurance, holidays, etc.) are the responsibility of the aforementioned person or of the client and not of Staff Renter). Staff Renter will not be liable if the aforementioned person causes material or bodily injury or damage, and will not maintain any insurance to this effect. The client agrees to maintain all the insurance required to cover the potential damage that may be caused in connection with the contract, including liability insurance covering candidates and employees. Also, Staff Renter does not perform any criminal background or credit check on the aforementioned, unless agreed in writing with the client. You must ensure security at the scene of the event. You therefore waive all legal proceedings or any other claims against Staff Renter. The client will hold Staff Renter harmless in the event of any claim against Staff Renter or any damage suffered by Staff Renter. EXCEPT FOR THE GUARANTEES EXPLICITLY GIVEN IN THESE TERMS AND CONDITIONS, THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF QUALITY OR THE LIKE. IN NO EVENT SHALL STAFF RENTER OR ONE OF ITS AFFILIATED ENTITIES BE LIABLE FOR ANY LOSS OF PROFITS OR BUSINESS, NON-REALIZATION OF EXPECTED SAVINGS, LOSS OR DAMAGE OF DATA, LOSS OF PACKAGE OR REPUTATION, OR ANY INDIRECT DAMAGE, RESULTING FROM OR RELATING TO THE CONTRACT. THIS EXCLUSION SHALL APPLY EVEN IF STAFF RENTER COULD REASONABLY FORECAST OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. STAFF RENTER’S TOTAL RESPONSIBILITY TOWARDS THE CUSTOMER OR THIRD PARTIES UNDER THE CONTRACT OR ARISING OUT OF IT SHALL NOT EXCEED THE TOTAL AMOUNT OF THE VALUE OF THE SERVICES THAT WERE PAID TO STAFF RENTER BY THE CUSTOMER IN CONNECTION WITH THE CONTRACT DURING THE ONE YEAR PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT THAT HAS CAUSED A CLAIM AGAINST STAFF RENT IN CONNECTION WITH THE CONTRACT. THESE LIMITATIONS OF LIABILITY APPLY GLOBALLY TO ALL CLAIMS MADE AGAINST STAFF RENTER ARISING OUT OF OR LINKED TO THIS AGREEMENT AND APPLY THAT THE CLAIMS ARE MADE ON THE BASIS OF THE CONTRACT, EXTRA-CONTRACTUAL LIABILITY (INCLUDING) ON A STATUTORY BASIS OR OTHER. IN ADDITION, IN NO EVENT SHALL STAFF RENTER OR ONE OF ITS AFFILIATED COMPANIES BE LIABLE IN CONNECTION WITH ANY VIRUS, ANY DISEASE OR ANY OTHER MEDICAL CONDITION CONTRACTED BY YOU OR THE CANDIDATES ON THE PLACES OF PERFORMANCE OF A MANDATE OR AT OFFICES OF STAFF RENTER OR IN A PLACE TO WHICH THE CANDIDATES WILL BE DIRECTED.

Compliance with laws: Each of the parties undertakes to comply with the laws applicable to it, in particular any law or regulation regarding the protection and use of personal information. In matters relating to personal information legislation, the client consents to Staff Staffer (a) using the personal information it provides for the purposes of performing the contract, and (b) communicating it to the employee in as part of the performance of the services as required, and the client represents having the rights to provide the personal information it provides to Staff Renter.

Force majeure: Staff Renter will not be liable for any delay or failure in the performance of any obligation under the contract which is caused by an event which is a natural disaster, a war, an epidemic or pandemic or any other event constituting a force majeure and independent of the reasonable will of Staff Renter and not arising from any fault on his part.

Confidential information: Under the terms of the contract, the expression “confidential information” refers to information of a confidential, technical, strategic or commercial nature, including, but not limited to, all data, documents, information of a confidential nature, technologies, concepts, processes, methodologies, business plans, products and services, lists of clients or candidates or employees, prices and other financial information, whether or not subject to rights of intellectual property, which are in the possession of or belong to Staff Renter or which are in the possession of, or belong to, its associated entities, customers, suppliers, candidates, employees or subcontractors, written or verbal and designated or not explicitly as confidential. The customer undertakes to preserve the strict confidentiality of the confidential information obtained under the terms of the contract and to use it only for the purposes of discharging its obligations and otherwise not to disclose it, directly or indirectly, to a third party, and not to use them, reproduce them, summarize them, evaluate them or integrate them within or outside the framework of its activities. The client agrees that the contract constitutes confidential information and that it must not be disclosed in the express written consent of Staff Renter.

Publicity: Unless having obtained the prior written consent of Staff Renter, the client may not use or disclose any information whatsoever on the contract or its execution, the name of Staff Renter or any associated entity or client or supplier. , their trademarks, photographs, logos or any other information identifying Staff Renter in any advertisement or publicity in any means whatsoever, including, but not limited to, any print, broadcast, advertising material, website or social media maintained by or for the client.

Compensation: The customer undertakes to compensate Staff Renter, its agents, administrators, directors, employees, and its affiliated or associated companies, successors, successors in title, subcontractors and customers (“indemnified parties”) with respect to the ” all losses, damages, damages, costs and expenses of any kind (including, without limitation, reasonable attorneys’ fees and other costs to defend a claim) ( the “responsibilities”) that these indemnified parties may undergo or incur in relation to the performance or any non-performance by the client under the contract, except to the extent that these are attributable to gross negligence or willful misconduct by Staff Renter. The client also allows Staff Renter to perform an “audit” on the client’s books and documents on notice and during normal business hours to the extent required to verify the client’s compliance with the provisions of this contract.

Notice: Any notice, consent or other communication hereunder must be given in writing and delivered by hand, by recognized messaging service or by email, in the case of Staff Renter to info@staffrenter.com or at 2325, Rue Center, Suite 302, Montreal, Quebec H3K 1J6, and in the case of the client at the contact details provided during this registration for services. The notice is deemed to have been received by its recipient (i) the day it was so personally delivered, if it is delivered personally, (ii) the day an acknowledgment was received signed, if sent by courier, or (iii) on the date shown on the electronic acknowledgment, or its effective date of receipt, if sent by email.

Assignment: This contract may not be assigned, or be the subject of any other provision, in whole or in part, by the client without the prior written consent of Staff Renter, and any assignment or arrangement made without the written consent of Staff Renting will be considered null and void. Staff Renter may assign this contract, in whole or in part, or subcontract its obligations under the contract, at its sole discretion.

Independent Contractors: The parties hereto are independent contractors who engage in the operation of their respective businesses. Neither party is the agent or employee of the other party for any purpose, nor should it be construed as being so. No party has the power to enter into contracts or assume obligations for the other party or to give guarantees or make representations on behalf of the other party. No stipulation of the contract can be interpreted as establishing between the parties a relationship of partners or co-entrepreneurs.

Autonomy of clauses: If a condition or stipulation of this contract is invalid, illegal or unenforceable by virtue of a rule of law or public order, all the other conditions and stipulations of this contract nevertheless remain fully in force and produce all their effects as long as the economic or legal essence of the operations envisaged by the present is not affected in a manner appreciably unfavorable for one or the other party. Once it is thus established that a condition or stipulation is invalid, illegal or unenforceable, the parties hereto must negotiate in good faith to modify the contract so as to carry out as faithfully as possible the original intention of the parties in a mutually acceptable manner, so that the operations contemplated herein are carried out in the manner initially envisaged to the fullest extent possible. The titles of the articles of the contract are only intended to facilitate reading; they are not part of the contract and can in no way affect its interpretation.

Survival: The client’s obligations under the clauses (Confidential information), (Advertising), (Liability), (Waiver), (Applicable law) and (Disputes and jurisdiction) as well as any other obligation of the contract which, by its nature and the context, is intended to survive, must survive the termination or expiration of the contract for any reason.

Renunciation: A failure or a delay to exercise or rigorously apply one or the other of the stipulations of the present contract by a party or to demand at all times the execution by the other party of one of the stipulations of the present must in no way be interpreted as a waiver of these stipulations nor does it affect in any way the validity of this contract or of a part of it, or the right of a party to subsequently apply each of these stipulations.

Applicable law: The conditions of this contract are governed by and interpreted in accordance with the laws of the province of Quebec, excluding its conflict of laws rules, as well as the laws of Canada which apply therein.

Disputes and jurisdiction: The parties shall endeavor to resolve any disagreement, dispute, controversy or claim arising out of or relating to this contract, or the violation, termination, invalidity or interpretation of any part of the present amicably. The parties undertake to make every effort, in good faith, to settle the dispute amicably. If the parties cannot settle the dispute within thirty (30) days of the start of the dispute, each of the parties, unless agreed otherwise, irrevocably and unconditionally: a) accepts that any trial, legal action or other legal proceeding instituted as a result of these terms or of the contract be submitted to the courts of the province of Quebec, City of Montreal; b) consents to the sole jurisdiction of this court for this trial, legal action or legal proceeding; and c) renounce any objection to the choice of one of these courts as the place of this trial, this legal action or this judicial procedure. Notwithstanding the above, each of the parties has the right to request an injunction before a competent court in order to protect their confidential information or their intellectual property rights.

Execution: This contract can be executed in several copies; each copy executed representing an original and all the copies together making up a single instrument. Any signature page sent by fax or email (pdf or photo format) will bind the parties in the same way as an original signature. Any party who delivers such a signature page agrees to deliver the original upon request of any party.