Master Terms of Service
Comprehensive User Agreement & Liability Framework
WARNING TO USERS IN QUEBEC / AVIS AUX UTILISATEURS DU QUÉBEC
Français : Les présentes conditions d'utilisation sont disponibles en français et en anglais. En utilisant la plateforme, vous confirmez votre volonté expresse d'être lié par la version anglaise (si applicable) après avoir eu l'opportunité de consulter la version française.
English: These Terms of Service are available in French and English. By using the Platform, you confirm your express wish to be bound by the English version (if applicable) after having had the opportunity to consult the French version.
ARTICLE 1: INTRODUCTION AND ACCEPTANCE
1.1 The Agreement
These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "You") and Crewd Inc. ("Crewd", "we", "us", "our"), a corporation incorporated under the laws of Canada. These Terms govern your access to and use of the Crewd mobile application, website, and related services (collectively, the "Platform").
1.2 Acceptance and Capacity
You represent and warrant that:
- (a) You are at least the age of majority in your jurisdiction of residence (18 in Ontario/Quebec);
- (b) You possess the legal authority to bind the business entity (Corporation, Partnership, or Sole Proprietorship) on whose behalf you are acting;
- (c) You are not a person barred from receiving services under the laws of Canada or other applicable jurisdiction.
ARTICLE 2: NATURE OF THE PLATFORM (NO EMPLOYMENT)
2.1 The "Digital Venue" Declaration
Crewd Inc. provides a digital venue for Clients and Suppliers to connect. Crewd is not a construction company, a general contractor, a personnel placement agency, or a temporary help agency. We do not perform construction services, nor do we employ the individuals who perform such services. We act solely as a technology provider and a limited payment collection agent.
Crewd has no authority to control, direct, or supervise the work. The Platform is a passive directory that facilitates the introduction of independent business entities.
2.2 Independent Contractor Relationship (The "Sagaz" Test Compliance)
CRITICAL PROVISION: To prevent misclassification under the Employment Standards Act or tax legislation, you explicitly acknowledge and agree that:
- No Employment: Nothing in these Terms creates an employment, agency, joint venture, or partnership relationship between Crewd and any Supplier.
- No Control over Methods: Crewd Inc. does not control the time, place, manner, or method of the Supplier Services. Supplier acknowledges that Crewd Inc. is a technology platform and does not supervise, direct, or control the Supplier's work, hours, or location. Supplier retains the sole right to determine the method, details, and means of performing the Services.
- Economic Risk: Suppliers acknowledge they operate their own business, bear their own risk of profit and loss, and are responsible for providing their own tools, safety equipment (PPE), and vehicles.
- Integration: Supplier is a separate commercial entity utilizing Crewd as a marketing and administrative utility, distinct from Crewd's own business of software development.
ARTICLE 3: USER CLASSES, DEFINITIONS & WARRANTIES
By accessing the Platform, you explicitly acknowledge and agree to your classification within one of the following User Classes. Ambiguity in these definitions is not permitted.
3.1 Client
Any individual or entity accessing the Platform to post projects or engage services.
3.2 Supplier
Any individual or entity accessing the Platform to offer services.
Quebec Users: Quebec Suppliers represent and warrant they are a specialized contractor holding a valid license from the Régie du bâtiment du Québec (RBQ).
3.3 Licensing Disclaimer
Supplier warrants they hold all necessary licenses, including RBQ (Quebec) and Skilled Trades Ontario certification. Crewd disclaims any duty to verify these credentials. Users found operating without valid licenses will be terminated immediately for breach of this warranty.
ARTICLE 4: FEES, TAXES & PAYMENTS
User agrees that Crewd Inc. may act as a Marketplace Facilitator for tax purposes, collecting and remitting GST/HST/QST where required by law. However, the Supplier acknowledges that as a registered business, they remain principally responsible for their own tax obligations unless explicitly collected by Crewd.
Supplier explicitly appoints Crewd Inc. as its limited payment collection agent. Receipt of funds by Crewd from the Client shall constitute the satisfaction of the Client's debt to the Supplier for the relevant amount. This protects the Client from duplicate liability.
Payment processing services are provided by Stripe. By using the Platform, you agree to be bound by the Stripe Connected Account Agreement, which may be modified by Stripe from time to time. As a condition of Crewd enabling payment services, you agree to provide accurate and complete information about you and your business.
ARTICLE 5: CANCELLATION POLICY & LIQUIDATED DAMAGES
The parties acknowledge that short-notice cancellations cause lost income opportunities for Suppliers that are difficult to quantify. Therefore, the following fees are agreed upon as liquidated damages (a genuine pre-estimate of loss) and not as penalties.
| Time Before Start | Fee Charged to Client | Rationale (ESA Alignment) |
|---|---|---|
| < 24 Hours | 50% of Job Value | Estimates the Supplier's lost daily wage. This serves to contractually satisfy the "Three-Hour Rule" spirit of the Employment Standards Act while maintaining B2B status. |
| 24 - 48 Hours | 25% of Job Value | Covers opportunity cost for the reserved time slot. |
| > 48 Hours | No Fee | Standard notice period. |
ARTICLE 6: NON-CIRCUMVENTION & EXCLUSIVITY
6.1 Strict Platform Exclusivity (24 Months)
Users agree to use Crewd exclusively for all future engagements with any party introduced via the Platform for a period of 24 months from the date of the last interaction on the Platform. This covenant is reasonable in time and scope to protect Crewd's legitimate business interests and intellectual property in its user database.
6.2 The "Placement Fee" (Buy-Out Option)
If a Client wishes to engage a Supplier directly outside the Platform during the Exclusivity Period, the Client may do so by paying a "Placement Fee". This is a commercial option, not a penalty.
PLACEMENT FEE = The greater of $15,000 CAD or 25% of the Supplier's estimated annualized earnings.
6.3 Audit Rights
Crewd reserves the right to audit Client records if off-platform hiring is reasonably suspected. User agrees to provide relevant financial records to verify compliance with this Article.
ARTICLE 7: PRIVACY, MONITORING & DATA
To ensure safety and enforce non-circumvention, you explicitly consent to the following data practices as a condition of service:
- 7.1 Chat Monitoring
Users acknowledge that the Platform provides Chat functionality for business facilitation only. Users have no expectation of privacy in these communications. Crewd Inc. reserves the right to monitor, review, and retain chat transcripts using automated and manual means for the purposes of fraud prevention, enforcing non-circumvention covenants, and ensuring community safety.
- 7.2 Geofencing & Location Data
The App utilizes Location Services solely to verify presence at the designated Work Site during active Job hours ("Verified Attendance"). Location data collection is automatically suspended when the 'Active Job' status is terminated. Users consent to this data collection as a condition of the 'Verified Attendance' feature.
- 7.3 Data Retention
User acknowledges that data, including transaction history and chat logs, is retained for a minimum of 7 years for tax compliance and dispute resolution purposes, overriding "Right to Deletion" requests where necessary for legal defense.
ARTICLE 8: LIABILITY, INDEMNITY & OHSA
8.1 OHSA Indemnity (Constructor Status)
The Client acknowledges they are the "Constructor", "Project Owner", or "Employer" for the purposes of the Occupational Health and Safety Act (Ontario) and relevant legislation in Quebec. Crewd Inc. has no physical presence on site.
Indemnification: Client agrees to indemnify and hold harmless Crewd Inc. from any claims, fines, orders, or penalties arising under the OHSA, including any determination that Crewd is an employer or constructor.
8.2 Misclassification Indemnity
Client and Supplier agree to indemnify Crewd Inc. against any assessments, premiums, or penalties levied by the Canada Revenue Agency (CRA), CNESST (Quebec), or WSIB (Ontario) regarding the employment status of the Supplier.
ARTICLE 9: TERMINATION
Crewd Inc. reserves the right to terminate any User account immediately and without notice for "Cause," which includes but is not limited to:
- Violation of the Non-Circumvention Clause (Article 6).
- Failure to maintain valid licensing (RBQ/Skilled Trades Ontario) as warranted in Article 3.
- Safety violations reported by Clients or other Suppliers.
- Any attempt to reverse engineer the Platform.
ARTICLE 10: GOVERNING LAW & DISPUTE RESOLUTION
10.1 Jurisdiction: This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Exclusive jurisdiction for any dispute shall be the Courts of Toronto, Ontario.
Notwithstanding Section 10.1, if the User is a resident of Quebec and the Consumer Protection Act applies to this Agreement, any dispute regarding this Agreement may be brought in the judicial district of the User's residence, and provisions regarding mandatory arbitration or exclusive foreign jurisdiction shall not apply to such User.
10.3 Class Action Waiver: To the fullest extent permitted by applicable law, Users waive the right to participate in any class action lawsuit or class-wide arbitration against Crewd Inc.