VELUXE INDEPENDENT CONTRACTOR- SERVICE PROVIDER AGREEMENT
Veluxe, Inc., a Delaware corporation (the “company”), and Provider (the “contractor”), jointly agree:
1. A Binding Contract, Scope, Amendments, Duration and Termination, Assignment
B. In this Agreement, the terms “Veluxe Service” means and includes (i) the Veluxe Web Application and/or the Veluxe Mobile Application (referred to individually and collectively as the “APP”); (ii) the Veluxe trademark, trade name, logo, website and any other Veluxe-owned or operated technology; (iii) the Veluxe appointment-booking process and/or (iv) the Veluxe process by which Veluxe customers pay for services provided to them by Veluxe contractors like you.
C. By using the Veluxe Service, you acknowledge and warrant that you are legally able to enter into this Agreement, that you are 18 years of age or older and that you enter into this agreement free of any circumstance that would interfere with your being bound by it. You also agree that your use of the Veluxe Service will comply with all applicable laws and ordinances of your home state or other states of jurisdiction and with laws, rules, ordinances and regulations that may apply in your county, municipality, state or other relevant jurisdiction. Other conditions and obligations to which you hereby agree in using the Veluxe Service appear below and, so, you should read this Agreement thoroughly.
D. This Agreement shall commence on the date it is signed by both parties and shall continue month to month. Veluxe reserves the right to terminate this Agreement or suspend your ability to use the Veluxe Service effective immediately and without any notice or explanation if we believe you to be in violation of any part of this Agreement.
E. Neither party shall assign this Agreement or any right of interest under this Agreement, nor delegate any work or obligation to be performed under this Agreement, without the other party's prior written consent, except that Veluxe may assign this Agreement to any affiliated companies. Any attempted assignment in contravention of this section shall be void and ineffective.
2. Description of Our Separate Services
A. Veluxe provides information about beauty, fitness and wellness services made available by independent contractor-service providers (“contractor” or “contractors”) as well as a means for those contractors and individuals seeking such services (“customer” or “customers”) to connect with each other through the Veluxe Service. In response to a request to secure an appointment with a contractor, Veluxe notifies the contractor of the request through the Veluxe Service. Contractors may, in their sole discretion, accept or reject a booking request and Veluxe has no authority to insist on a particular contractor’s acceptance of a booking request.
B. As a contractor, you will provide services on an on-demand basis to Veluxe customers that fall within the scope of the beauty, fitness and wellness services promoted on the Veluxe App and website and you agree to do so in accordance with the Veluxe Code of Conduct that appears in Appendix A hereto and on the Veluxe website. If services are requested that fall outside of the stated services, both you and the company must agree to a change in scope and discuss appropriate budgeting, if necessary.
C. Customers make payment for the services of contractors through the Veluxe Service and Veluxe processes those payments as a convenience to contractors and customers. Veluxe is compensated by contractors for facilitating the connections between them and customers and for making technology available that makes such connections convenient to both contractors and customers.
Contractor will receive 75% of the service fee paid by a Veluxe customer for each appointment completed. Special circumstances may require modification of the Provider revenue share; any such modification will be effective only if the Provider is notified at least 24 hours in advance. Payment shall be made to contractor in semi-monthly installments. Payments shall be due within 7 days after the end of each semi-monthly period.
Any and all amounts required to be withheld and/or paid under applicable state, federal or municipal laws or union or professional guild regulations shall be the contractor's sole responsibility and the Consultant shall indemnify and hold the Company harmless from any and all damages, claims and expenses arising out of or resulting from any claims asserted by any taxing authority as a result of or in connection with said payments.
4. Independent Contractor
A. Nothing contained herein or any document executed in connection herewith or any course of dealings between you and the company shall be construed to create an employer-employee relationship, a partnership or a joint venture relationship between the Company and the consultant. You acknowledge here that your work under this Agreement is provided as an independent contractor and not an employee of the Company or any of its subsidiaries or affiliates.
B. The consideration set forth in Section 3 shall be the sole consideration due to the consultant for the services rendered hereunder. And, it is further understood and agreed that the company is not required to and will not withhold any amounts for payment of taxes or other payments from the amounts paid by customers to compensate the contractor for his or her services to customers under this Agreement.
C. The contractor will not represent herself or himself to be, or hold himself or herself out as, an employee of the Company, and the consultant acknowledges that she or he shall not have any right or entitlement in or to any of the pension, retirement or other benefit programs now or hereafter available to the Company's employees.
5. Express Commitments and Restrictive Covenants
A. For the term of this Agreement and a period of one year following the written termination of this Agreement, you agree that you will not directly or indirectly induce or solicit any employee or contractor of Veluxe to leave its employ (in the case of employees) or to terminate its contract with Veluxe (in the case of contractors) in order to in any way provide services that are competitive with those provided through Veluxe.
B. For the same term and period, you also agree that you will not solicit Veluxe customers with the intent to deliver competitive beauty, fitness or wellness services outside of the Veluxe Service platform.
C. You further agree that you will not under any circumstance:
(A) Use Veluxe to advertise or offer any goods or services that compete with goods or services offered through Veluxe or attempt in any fashion to establish a commercial relationship with any Veluxe customer for the purpose of circumventing Veluxe’s role as a facilitator of such relationships and in denial of Veluxe’s economic participation in your provision of services to a Veluxe Customer. For these purposes, a “Veluxe customer” includes anyone who has downloaded the Veluxe App, registered as a Veluxe user or engaged provider services through Veluxe within the last six months;
(B) Without the express agreement of Veluxe, use Veluxe or the Veluxe Service for any commercial purpose or gain or to solicit for any other service, business, website or organization or to seek employment, contracts or other business or advantage unrelated to the services of Veluxe;
(C) Suggest or imply any non-existent relationship with Veluxe or any other person or entity or imply any endorsement by any such third party or entity;
(D) Alter, adopt, adapt or copy or otherwise exploit Veluxe.com or any other mark or other intellectual property of Veluxe or any affiliated company for your own use, whether commercial or personal;
(E) Copy without express written permission or remove or alter any trademark or copyrighted material or proprietary marks or other intellectual property owned by Veluxe;
(F) Use Veluxe or its services to commit illegal acts of any kind;
(G) Provide to or through Veluxe any information (i) about you or otherwise that is false or misleading or inaccurate, (ii) that is fraudulent or part of any illegality;(iii) that violates any law, statute, regulation or ordinance of any kind whatsoever; (v) that infringes any Veluxe OR any third party’s copyright, patent, trademark trade secret of any other proprietary right or right of privacy.
6. Limitation of Liability, NO Company Warranty, Indemnification
A. Neither Veluxe nor any of its affiliates, subsidiaries, owners, shareholders, directors, officers, employees, attorneys, managers, representatives, agents, licensors or licensees is or shall be deemed liable or otherwise responsible for any claim, injury, loss or direct damage or any special, exemplary, punitive, incidental or consequential damages of any kind, whether based in contract, tort or otherwise, and even if advised of the possibility of such damages, which arise out of or are in any way connected with your use of the Veluxe Service any act or omission on your part whether or not related to your services offered or delivered through Veluxe. You therefore hereby release and hold harmless Veluxe and related persons or entities mentioned in the preceding sentence from any and all types or kinds of claims, demands, damages (whether known or unknown, disclosed or undisclosed) and liabilities of every kind described in the preceding sentence, that may be in any way connected to you performance under this Agreement.
B. You hereby agree to indemnify, defend and hold harmless Veluxe, its affiliates, subsidiaries, owners, shareholders, directors, officers, employees, attorneys, agents, licensors, licensees, and independent contractor service providers, from and against any and all claims, losses, expenses or demands of liability, as well as attorney fees in connection therewith incurred in connection with (a) your performance under this Agreement or use of the Veluxe Service, (b) your violation or breach of any term of this Agreement or applicable law or regulation, whether or not referenced herein (c) your violation of the rights of any third party, or (d) your misuse of the company services or software. Veluxe reserves the right to assume exclusive defense and control of any matter subject to your indemnification. You will not, however, settle any claim or matter without the written consent of Veluxe.
C. The provisions of this Section shall survive the termination of this Agreement.
No failure of either party strictly to enforce any term or condition hereof on one or more occasions shall be construed as a waiver of such term or condition of this Agreement.
8. Applicable Law
The laws of the State of Delaware shall govern the construction and interpretation of, and the rights and obligations of the parties pursuant to, this Agreement.
9. Entire Agreement
The terms and conditions contained in this Agreement supersede all prior oral or written understandings between the parties with respect to the subject matter thereof and constitute the entire Agreement of the parties with respect to such subject matter. Such terms and conditions shall not be modified or amended except by written amendment signed by an authorized representative of both parties.
VELUXE CODE OF CONDUCT
At Veluxe, the premiere on-demand beauty, fitness and wellness platform, providing our customers with the highest level of customer service is our number one priority.
Below, we have created a standardized list of procedures and best practices for our Veluxe service providers (“Providers”) to follow. Please refer to this guide prior to your appointments to ensure that every time you meet with a Veluxe client that both you, and the customer, enjoy the best experience possible.
Every client appointment should include:
1. A friendly and sincere greeting. Please always refer to your clients by their name and present your photo ID upon arriving for your appointment.
2. Anticipation and fulfillment of each client’s requests.
3. Leave your client a warm good-bye and are sure to use their name.
What does it mean to be a proud part of the team? Here’s what to remember to ensure Veluxe Providers remain a step above the rest:
As a Veluxe Provider, you will always...
1. Build strong relationships and create customers for life.
2. Provide a positive image and promote Veluxe excellence in the Veluxe company.
3. Veluxe Providers are always responsive to the expressed wishes and needs of our customers.
4. Own and immediately resolve customers’ problems.
5. Be proud of their professional appearance, language and behavior.
6. Protect the privacy and security of our customers, your fellow Providers and the company's confidential information and assets.
7. Be responsible for uncompromising levels of cleanliness as well as creating a safe and accident-free environment.
8. Respect clients and make sure that you serve their best interest at all times.
9. Ensure that you only provide services within the scope of your certification and will not utilize any practice for which you have not received adequate training.
10. Stay abreast of industry knowledge and the latest techniques.
11. Never discriminate based on race, creed, color, gender, age, physical handicap or nationality.
Veluxe hygiene procedures and best practices.
At Veluxe, we ensure that...
HAIR STYLING AND MAKEUP
· All equipment used on clients is sanitized before and after application.
· Providers only use up-to-date cosmetic products.
· Providers sanitize hands in between client appointments.
· Providers demonstrate proper and safe etiquette while on location.
· Providers protect the privacy and modesty of clients and keep client’s information confidential.
· Provider’s clothes and linens should be clean and smoke-free.
· Provider’s hair should be clean, out of their eyes and worn up if long.
· Nails should be clean and filed.
· No scented colognes or body sprays.
· Hands need to be washed directly before and after contact with each client and anytime the Provider touches their face or hair.
· Providers must be vigilant about avoiding cross-contamination of creams and oils between clients by using pumps and/or cleaning containers and spatulas properly before each session.
· Providers must be certain the medium they choose to use is not expired or rancid and should carry a hypoallergenic option to avoid a reaction with sensitive clients.
PERSONAL TRAINING AND YOGA
· Providers will maintain the education and experience necessary to appropriately train clients; will behave in a positive and constructive manner; and will use truth, fairness and integrity to guide all professional decisions and relationships.
· Providers will remember that a personal trainer’s primary responsibility is to the client’s safety, health and welfare; never compromise this responsibility for their own self-interest, personal advantage or monetary gain.
· Providers will never exploit—sexually, economically or otherwise—a professional relationship with a supervisor, an employee, a colleague or a client.
· Providers will respect the client’s right to privacy. A client’s conversations, behavior, result and—if appropriate—identity should be kept confidential.
· Providers will use physical touching appropriately during training sessions, as a means of correcting alignment and/or focusing a client’s concentration on the targeted area. Providers will immediately discontinue the use of touch at a client’s request or if the client displays signs of discomfort.
· Providers will focus on the business relationship, not the client’s personal life, except as appropriate.
· Providers will continuously strive to keep abreast of the new developments, concepts and practices essential to providing the highest-quality services to clients.
· Providers will recognize their limitations in services and techniques and engage only in activities that fall within the boundaries of their professional credentials and competencies.
· Refer clients to other professionals for issues that fall beyond the boundaries of a personal fitness trainer’s profession or current competencies.
· For health screening, fitness assessment, prudent progression and exercise technique, Providers will follow the standards outlined by professionals in the fields of medicine and health and fitness.
· Providers will present fitness information completely and accurately in order to help the client make informed decisions.
Our Use of Your Information
We may use the personal information you provide about yourself to fulfill your requests for Veluxe Service or Veluxe or third party Products or programs, to respond to your inquiries about our offerings, to offer you other Veluxe or third party products, programs or services that we believe may be of interest to you, to enforce the legal terms that govern your use of our Sites and/or for the purposes for which you provided the information as may be stated at the point where the information is collected. We also sometimes use this information to communicate with you. Further, we reserve all rights necessary to use and disclose your personal information as required and/or permitted pursuant to all laws, rules and regulations applicable to us and our Products. Subject to applicable contractual or legal restrictions, your personal information may be disclosed to entities that perform marketing services on our behalf or to other entities with whom we have joint marketing agreements; such disclosure may also be necessary and therefore be made in connection with other business purposes including, without limitation, administration of a Site and/or Services or Products offered through the Site, customer care or convenience, service quality, business management and operation, risk assessment, security, fraud and crime prevention/detection, monitoring, research and analysis, marketing, customer purchasing preferences and trends, dispute resolution, credit checking and debt collection, account maintenance and fulfillment activities, including performance of any compliance obligations required or permitted by law in connection therewith, or otherwise as we are required or permitted by law.
If you do not agree to Our Use of Your Information above, we cannot do business with you. Your continued use of the Veluxe Service, or Veluxe Provider services, or of the APP or our Veluxe website or other related Sites constitutes your acceptance of this Policy. Information collected by us through the Site is considered a corporate asset and subject to transfer, sale and assignment to any successor-in-interest in the event of a corporate reorganization, merger or sale.
Contests and Other Promotions
Products we may offer through our Sites may include contests and other promotions from time to time (“Promotions”). These Promotions may require you to register via an online form to register and/or create a user account. If you choose to participate in these Promotions, and are eligible to do so, we may ask you for personal information such as your name, mailing address, email address, date of birth and telephone number. These Promotions may also allow us to share information about these Promotions with others, including our advertising and marketing agencies who may conduct of fulfill these Promotions on our behalf. In addition to our other permitted usage rights under this Policy, we will use any information you provide to administer the Promotion, including to award prizes, report such awards to applicable tax authorities, comply with other applicable laws, rules and regulations and perform other compliance and offset obligations required or permitted by law in connection with the awarding of prizes. Subject to applicable contractual or legal restrictions, we also may use the information to communicate with you, or the other people you identify, about our Products, to allow our partners to communicate with you about the Promotion or their products and services, for other purposes disclosed to you at the point of data collection, and to comply with all laws, rules, regulations, policies and procedures applicable to us and our Products.
Direct Marketing Material
Subject to applicable contractual or legal restrictions, we may contact you with information on offers of new or existing products, services, offerings and upcoming events, including products and services provided by our partners or vendors and serviced or facilitated by or through our Site. When you use our Sites, make a purchase and/or submit information for our Products online, you agree and consent to electronic communications with us, including transactional and relationship messages. From time to time, you may be able to indicate your preference regarding receipt of direct marketing material for products and services of an unaffiliated third party in your capacity as a Site user. If you do not wish to receive such information or would like to change your preference, please refer to “Your Rights” below.
We appreciate your questions and comments about us and our Products and welcome your email messages at firstname.lastname@example.org. We will share your messages with those within our organization and to applicable third-party providers who we believe are most capable of addressing your questions and comments. We may archive your message for a certain period of time or discard it once it is no longer needed.
You have the right to ask in writing not to receive direct marketing material from us for which the primary purpose is the commercial advertisement or promotion of a commercial product or service. If applicable, you can amend your previous preference by clicking on the appropriate “unsubscribe” button included with such direct marketing message and opt-out of receiving future commercial advertisements or promotions for that product or service. Once properly notified by you, we will take steps to stop using your information in this way or to modify your information, as applicable. Please allow us a reasonable period of time in order to satisfy your request. We note that without use of your information, we may not be able to provide you the Products or the same quality of Products you request. If you request removal of certain information from your account, then we will only retain copies of such information as necessary for us to comply with governmental orders, resolve disputes, troubleshoot problems, enforce any agreement you have entered into with us and as otherwise reasonably necessary for our business purposes, including compliance with all laws, rules and regulations applicable to us and our Products. The foregoing does not constitute and we do not make any representation, express, implied or statutory, all of which are hereby expressly disclaimed, that all electronic copies of your information have been destroyed. For clarity, with respect to certain Products available through the Site, our ability to remove or stop using information submitted from you that is fundamental to your ability to receive or continue to receive and/or benefit from that Product is limited by all laws, rules and regulations applicable to us and that specific Product.
Use of Tools, “Cookies” and Links to Other Websites
We may use information we hold and cookies to identify your individual Site search behavior, location and preferences. This will enable us to send you more personalized and relevant communications. You will be given the opportunity on every personalized direct marketing communication from us for which the primary purpose is the commercial advertisement or promotion of a commercial product or service to opt-out of this personalization except in circumstances where such personalization is required for the proper administration and operation of a specific Site section or Product.
In addition to the information we collect from cookies, we may also obtain information which you provide to us online - for example, when you sign up for new Product updates or when you purchase Products, or otherwise when you communicate with us. In some cases, we retain both the cookie information and/or the information you provide to us online - for example, to complete a transaction you requested or to keep historical records of your past transactions. In other cases, we only retain the cookie and/or online information you give us if you request us to do so for your use in subsequent sessions.
An Internet Protocol (“IP”) address is a unique identifier that certain electronic devices use to identify and communicate with each other on the Internet. When you visit this Site, we may view the IP address (which may include the city, domain address and service provider) of the device you use to connect to the Internet. We use this information to determine the general physical location of the device, understand the general location of visitors to this Site and verify eligibility to participate in certain features and offerings of the Site. We also may use this information to enhance and administer the Site and any Products.
Certain pages on our website contain “web beacons” (also known as Internet tags, pixel tags and clear GIFs). These web beacons allow us and our third-party service providers and partners to obtain information such as the IP address of the computer that downloaded the page on which the beacon appears, the URL of the page on which the beacon appears, the time the page containing the beacon was viewed, the type of browser used to view the page, and the information in cookies set by the third party.
For third party products and services available to you through this Site, we may share any or all of the information we collect with such provider to assist in your receipt of and access to such products and services. In such circumstances, you may be asked to accept the terms and privacy policies of such provider. You should read all applicable terms and policies carefully to ensure you understand how such third party may use your information.
The Sites are not intended or authorized for, or designed to attract, use by any person under the age of 18. We recognize that areas of the Sites are generally available for viewing by visitors to the Site; however, areas of the Site that require registration and the submission of personal information are intended solely for persons over the age of 18. Accordingly, we do not knowingly collect information from or about children or provide services to children on this Site. Consistent with the Children’s Online Privacy Protection Act, we will not knowingly collect any information from children under the age of 13.
To ensure that we carry out your instructions accurately, improve our products and services, provide security and enable compliance with all laws, rules and regulations applicable to us and our Products, we may monitor and/or record: (1) telephone calls and (2) transactions and activities on the Sites. All recordings and other records are our sole property. Your use of our Sites and Products constitutes your consent to such recordings.
We take reasonable steps to protect your personal information, including keeping your personal and sensitive information private and safe. You acknowledge, however, that no transmission of data over the Internet can be guaranteed to be 100% secure, despite our efforts. Thus, while we will use and will require our applicable service providers to use commercially reasonable means consistent with general industry standards to secure information you transmit to us consistent with our legal requirements, we cannot guarantee that such information will not be intercepted by third parties.
Visiting This Website From Outside of The United States
Changes to this Policy
We may change this Policy at any time. Any changes to this Policy will be posted on this Site or made available on request. The most recent version of the Policy is reflected by the version date located at the bottom of this Policy. This Policy is not intended to and does not create any contractual or other legal right in or on behalf of any party.
Links to Other Websites
How To Contact Us
If you have any questions about this Policy or would like to learn more about how we protect privacy, please write to us at Veluxe, Inc., 11654 Plaza America Drive #716, Reston VA 20190, or by email at email@example.com.