Provider Agreement

Last updated 4th June 2023

These terms outline Taskly and your obligations and responsibilities on the Taskly Platform. Please read these terms and all policies before using Taskly.

SERVICE PROVIDER AGREEMENT

This is an agreement between Taskly NZ Ltd (We, Our, Us and the Service Provider (You, Your).

Taskly is a technology provider that operates a platform which:

Enables customers to request and book Service Providers to provide services at a Designated Premises determined by the Customer; and
Provides the Platform for Service Providers and Customers to be connected.

Taskly grants Service Providers a revocable, non-exclusive licence for a term to use and access the platform for the permitted use of receiving bookings and providing services to customers, on the terms and conditions of this agreement.

During the term, Taskly agrees to provide the Service Provider with access to the Platform to enable the Service Provider to have the opportunity to accept Bookings and provide Services.

The Service Provider acknowledges and agrees that:

Taskly does not employ the Service Provider or any other Service Providers on the Taskly online platform
Taskly does not provide, perform or conduct or offer to or provide, perform or conduct any Services
Taskly does not participate, and is not responsible for participating, in any interaction between the Service Provider and Customers except to the extent necessary to provide the Platform and the Support to facilitate such interaction, including the invoicing and processing of the Fees on behalf of the Service Provider and to deal with any complaints.

By using the Platform, the Service Provider agrees to observe and comply with all laws and regulations relating to the Services and the Service Provider’s engagement by the Customers.

Taskly may amend the terms of this Agreement at any time during the Term. The continued access and use of the Platform constitutes the Service Provider’s consent to be bound by the terms of this Agreement, as amended from time to time.

Taskly is entitled to terminate this Agreement with any Service Provider, at any time, with immediate effect.

SERVICE PROVIDER RESPONSIBILITIES

As a condition of Taskly making Booking Requests available to the Service Provider, the Service Provider must, at all times during the Term:

Have access to professional equipment in order to provide the services;
Provide all requested documentation;
Be registered as a Service Provider on the Taskly Platform, and
Accept and comply with the terms and conditions set out in this agreement.

Once a Booking Request has been allocated to a Service Provider, the Service Provider must:

Perform the Booking by providing the Services directly for the Customer in accordance with this Agreement; or
if the Service Provider can no longer attend a booking cancel the booking as soon as practicable

By using and accessing the Platform, the Service Provider accepts the terms and conditions of this Agreement

BOOKINGS

Taskly and the Service Provider agree and acknowledge that:

Taskly will allow the Service Provider to access Bookings via the Platform under the terms of this agreement;
The Service Provider may only complete a Booking by using the Platform and not through any other means, for example, by contacting a Customer by means other than through the Platform
Taskly will not be a party to any contract that may arise between a Customer and the Service Provider as a result of the Service Provider accepting a Customer’s Booking Request
Any warranties or representations made with regard to the Services, are not given by Taskly and are specifically and solely made between the Service Provider and the Customer
Taskly makes no warranty or representation in relation to any Service Provider and has no control over any aspect of the Service
Taskly does not have any responsibility for or control over the Service Provider or the Customer. The Service Provider is solely responsible for the quality and safety of the Services and Taskly is not responsible for the agreements or any other legal aspects relevant to the Services that are facilitated through the Platform
Taskly is entitled, at its sole discretion and without any reason, to stop making the Platform available to the Service Provider without notice; and subject to this agreement, the Service Provider is solely responsible for the manner in which it provides the Services or completes the Bookings.
The Service Provider acknowledges and agrees that it is the responsibility of the Service Provider to log in to the Platform to view details of their bookings.
Taskly may, at its discretion, place Booking Requests on the Platform on its own account on behalf of Customers that contact Taskly directly to make such a request.

SERVICE FEES

The Service Provider acknowledges that the Service Provider is only entitled to receive the Service Fee once the Services are completed in accordance with this agreement. Services are deemed to be completed under this agreement only when the Service Provider has completed the Services in accordance with the Booking and clicked on the “Complete” button function on the Platform.

Service Providers are paid a Gross Amount (GST Inclusive) for all completed bookings and for bookings that customers cancel less than 2 hours before the booking start time.

The exact amount to be paid for services completed to the Service Provider is at Tasklys discretion, but will typically be between 70-85% of the Gross Booking Amount.

Service Provider Cancellations:

Service Providers will not receive payment for a booking if they cancel the booking at any time. 100% of the booking amount will be refunded to the customer, excluding where:

Customers cancel their bookings within two hours of the booking start time
Customers attempt to cancel a booking on or after the service start time
Customers fail to provide accurate and complete contact details or personal information as but not limited to address

PAYOUTS

Taskly will receive and then hold the Service Fee on behalf of and as agent for the Service Provider until each relevant Processing Date. On each Processing Date, Taskly will pay to the Service Provider the Service Fee less any other amount which Taskly is entitled to deduct by direct deposit to the Service Provider’s nominated bank account.

For the avoidance of doubt, if the Service Provider has not completed any Bookings during any particular week, the Service Provider will not be entitled to receive any Service Fees for that particular week.

The total Service Fee payable to the Service Provider on each Processing Date is calculated by reference to the total value of tax invoices issued on behalf of the Service Provider through the Platform which has been paid by the relevant Customers, in respect of Bookings completed by the Service Provider during the relevant week. Service Provider payouts are made at Tasklys absolute discretion.

The Service Provider acknowledges and agrees that Taskly may amend the process for the collection of Service Fees and payment of Service Fees from time to time at its sole discretion. Any decision made in this regard is final and not subject to review or negotiation.

GST, TAXES, AND FEES

The Service Provider acknowledges and agrees:

The Service Provider will be responsible for the payment of all taxes arising out of the provision of the Services or assessed on any Service Fees payable or paid under this Agreement
The Service Provider hereby fully indemnifies Taskly from and against any and all liabilities for any tax or superannuation liability arising in respect of any payments it receives on behalf of or makes to the Service Provider; and
Taskly may, in its discretion, charge Customers a booking fee, licence fee, or any other fee for the use of the Platform, and Taskly will be entitled to any such fee absolutely.

EXPENSES

The Service Provider is responsible for the payment of all costs and expenses incurred in performing the Services including without limitation, the costs associated with the Professional Equipment and any travel expenses incurred by the Service Provider, and any and all other expenses relating to the use of the Platform.

The Service Provider is responsible for assessing whether it will make a profit in using the Platform and Taskly makes no representation as to whether the Service Provider will make a profit from using the Platform.

OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

Taskly retains ownership of the Platform at all times, including all Intellectual Property Rights in the Platform.

All existing goodwill in, or associated with the Platform, is owned by and vested in, and all future goodwill arising out of the use by the Service Provider will vest in, and remain the exclusive property of Taskly

DAMAGE AND LOSS

The Service Provider acknowledges and agrees that:

He or she will be liable for any loss or damage to the Property caused by the Service Provider while the Service Provider is providing the Services; and
He or she will be personally liable for any loss or damage (including bodily harm) suffered by the Customer as a result of the Service Provider providing the Services

Notwithstanding any other clauses in this Agreement, the Service Provider acknowledges and agrees that Taskly does not have any responsibility to reimburse the Service Provider for any damage to the Property or loss or damage (including bodily harm) to a Customer whatsoever, and the Service Provider indemnifies, releases and holds Taskly harmless from any cost, expenses or liabilities incurred directly or indirectly in connection with any Services.

In the event that Taskly is notified of any loss or damage in respect of the Property or the Customer, Taskly must take reasonable steps, as directed by the Customer, to ascertain whether all or part of the loss or damage has been caused by the Service Provider and the Service Provider shall fully cooperate with Taskly in relation to any information required by Taskly.

The Service Provider acknowledges and agrees that, without limiting any other term of this Agreement, if Taskly determines all or part of the loss or damage was caused by the Service Provider (including, but not limited to, a negligent act or omission or breach of this Agreement), Taskly may in its absolute discretion deduct from any Service Fee held by Taskly on behalf of the Service Provider an amount which represents the cost of repairing and replacing that part of the Property as lost or damaged by the Service Provider and any loss suffered by the Customer as a result of the loss or damage caused by the Service Provider. To the extent that the total Service Fees held by Taskly on behalf of the Service Provider at the relevant time are not sufficient to cover the amount being deducted, the Service Provider will be responsible for paying the shortfall immediately.

EQUIPMENT

The Service Provider acknowledges and agrees that it is expected to own, lease or otherwise have authorised access to the Professional Equipment.

The Service Provider is responsible for any maintenance, upkeep, and insurance of the Professional Equipment which he or she chooses to use to complete the Services and acknowledges that he or she will not be entitled to be reimbursed by Taskly for any expenses or costs relating to the Professional Equipment, including in relation to any insurance which the Service Provider may choose to obtain in respect of any of the Professional Equipment or the costs associated with normal wear and tear.

SERVICE PROVIDER TERMS OF USE

Has legal capacity, full right, power and authority to enter into this Agreement;
Is not subject to any legal restrictions preventing the Service Provider from performing the Services;
Will, in performing the Services, act with due care and skill;
Will be courteous and polite to Customers and any other person with whom the Service Provider comes into contact in providing the Services;
Will not be under the influence of drugs or alcohol in performing the Services;
Will use the Service Provider’s best endeavours to attend the Property in respect of the Booking within the timeframe specified in the Booking Request;
Will complete all Bookings in accordance with this Agreement;
Will not disparage, comment unfairly about or defame Taskly, its directors or employees, any other Service Providers on the Taskly platform, any Customers and/or the Business either during or after the Term, including on any form of social media, and whether or not by identifying any particular person.
Will not, in providing the Services, participate or act in a manner contrary to the interests of Taskly or Customers or otherwise commit any act which may bring Taskly into disrepute or which directly or indirectly damages Taskly’s reputation.
Will act lawfully and comply with any applicable licences, laws, regulations, industry codes of conduct, health and safety requirements and New Zealand standards in performing the Services.
Has complied with all applicable legislation.

SERVICE PROVIDER TERMS OF USE

The Service Provider agrees at all times during and for so long as is legally permissible after the Term to keep confidential the Confidential Information and will not (and will use best endeavours to ensure third parties do not) disclose, discuss, copy or transmit the same without the prior written approval of Taskly, except as required by law or to the extent necessary to perform any of his/her obligations under this Agreement or where the information is or becomes public knowledge.

PRIVACY

Any personal or sensitive information (such as police records checks) held by Taskly in relation to the Service Provider must be maintained in accordance with Taskly’s Privacy Policy and may only be disclosed if required by law or any General Health Services Code of Conduct

The Service Provider hereby authorises Taskly to submit a National Police History Check in relation to the Service Provider and Taskly may request a National Police History Check at any time in relation to the Service Provider or any of its employees or subcontractors. The Service Provider acknowledges and agrees that this is a condition of the Service Provider being approved.

You agree to respect the privacy of Customers and must not perform any act that would constitute a breach of privacy, such as:

Sharing private or personal information without an individual’s consent
Unwanted or unsolicited contact with Customers
Unwanted or unsolicited visits with Customers

HEALTH AND SAFETY

The Service Provider acknowledges that he/she is solely responsible for his/her own safety and Tasklying in performing the Services and that Taskly has no ability to supervise the performance of the Services by the Service Provider.

Taskly is not under any obligation to carry out any training or arrange for the provision of any training to the Service Provider in respect of the Services. If the Service Provider considers that performing the Services could cause serious risk to the Service Provider or to the Customer’s health or safety, the Service Provider must immediately cease performing the Services.

If Taskly considers that performing the Services could cause serious risk to the Service Providers, to the Customer’s, or to the general public’s health or safety, Taskly holds the right to suspend the Service Provider’s Taskly account immediately and indefinitely.

The Service Provider must ensure that each Professional Equipment used by the Service Provider to perform the Services is in a safe and serviceable condition.

The Service Provider will promptly notify Taskly of any health and safety incidents that occur in relation to the provision of the Services, and/or of any involvement by health and safety officials in connection with the Services

MODIFICATION, SUSPENSION, AND TERMINATION

The Service Provider acknowledges that Taskly may, at any time and in its absolute discretion, with or without notice to the Service Provider and without any payment or refund:

Modify or discontinue the Platform; and/or
Modify, suspend or terminate the Service Provider’s access to or use of the Platform.

The Service Provider acknowledges and agrees that Taskly will not be liable to the Service Provider or any other party for any:

Suspension or termination of the Service Provider’s access to the Platform;
Loss or damage, including loss of profit arising from suspension or termination of the Service Provider’s access to the Platform;
Deletion of any information or materials contained on the Platform posted by the Service Provider, or any information the Service Provider provides to a Customer via the Platform; or
Modification or discontinuance of the Platform

Continued use of the Platform following notice to the Service Provider of any modification to the Platform will indicate the Service Provider’s acknowledgement of and agreement to such modifications.

In using the Platform, the Service Provider has an obligation to maintain a standard when providing the Service to uphold the reputation and goodwill of the Taskly brand.

During the Term, the Service Provider must:

Ensure that he/she does not receive any negative review ratings after the completion of a Booking;
Ensure that the Service Provider follows adequate hygiene practices;
Ensure that each Professional Equipment used by the Service Provider is in a safe and serviceable condition;
Comply with any instructions given by the Customer in the Booking Request

The Service Provider acknowledges and agrees that each of the obligations set out in the clause above is an essential term of this agreement

TERMINATION

For the purpose of this Agreement, each of the following is a ‘Termination Event’:

The Service Provider has breached an Essential Obligation (notwithstanding that it may not be the same Essential Obligation being breached each time);
The breach or threatened breach by either Party of any of its material obligations under this Agreement;
The Service Provider partaking in unlawful and/or fraudulent behaviour;
The Service Provider creating an unsafe and/or anti-social environment for other Service Providers, Customers or any other individuals or businesses associated with Taskly; or
The Service Provider becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration.

If a Termination Event occurs, this Agreement may be terminated by notice in writing by Taskly to the Service Provider, with effect immediately. Either Party may terminate the Taskly Service Provider account and this Agreement at any time for any reason.,/p>

Upon termination of this Agreement, the Service Provider must;

Stop performing the Services and inform Taskly of any Bookings not yet performed so that Taskly can make alternative arrangements for the performance of such Bookings;
Cease to accept any new Booking Requests;
Cease all use of the Platform;
Return to Taskly all property, including Confidential Information, in its possession that belongs to Taskly; and
Pay or repay any sums lawfully owing to Taskly as provided for pursuant to this Agreement.

The Service Provider acknowledges and agrees that if the Service Provider does not pay or repay any sums lawfully owing to the Customer or to Taskly, Taskly will be entitled to deduct those sums from any amount payable to the Service Provider.

Taskly must pay to the Service Provider any Service Fees which have been received by Taskly on behalf of the Service Provider and have not yet been paid to the Service Provider in respect of Bookings completed prior to the date of Termination (less any deductions which Taskly is entitled to make pursuant to this Agreement or as otherwise agreed in writing between the parties, if relevant).

Termination of this Agreement will not prejudice or impair any rights, remedies, or continuous obligations that have already accrued to any Party under or in respect of any breach of this Agreement.

INSURANCE

The Service Provider should obtain and maintain any necessary and adequate insurance(s) throughout the Term, (including public liability insurance) on terms that are satisfactory to Taskly in Taskly’s absolute discretion, and otherwise comply with any other legislation as applicable.

The Service Provider will be obliged to produce to Taskly, at Taskly’s request, original documentation to confirm the validity of any and all necessary insurance policies required to be maintained by the Service Provider.

The Service Provider acknowledges that it is not entitled to the benefit of any insurance policies (including for accidents, third-party liability, workers’ compensation or other indemnity-based insurance) that Taskly may hold in relation to the Business.

NON-COMPETE RESTRICTIONS

The Service Provider must not:

Contact or engage with any Customer for employment or contracting for any business outside of the Platform; or

Contact Customers whose details are obtained from the Platform for any purpose other than for the purposes of carrying out the Services in accordance with this Agreement.

The Service Provider agrees that:

Any failure to comply with the above would significantly diminish the value of Taskly’ business; and

The restrictive undertakings are reasonable and necessary for the protection of the value of Taskly’s business and must be given full effect.

The Service Provider acknowledges that monetary damages alone would not be adequate compensation to Taskly for the Service Provider’s breach of the above and that Taskly is entitled to seek an injunction from a court of competent jurisdiction if the Service Provider fails to comply or Taskly has reason to believe that the Service Provider has failed to comply.

RELATIONSHIP OF PARTIES

These Terms:
a. Are not an employment agreement, and do not create an employment relationship between us and you and/or us; and
b. Do not create a legal partnership, or joint venture or give you the authority to bind us or hold yourself out as our employee, agent, legal partner or authorised representative.

Except as otherwise provided by these Terms, we will not direct or control you generally or in your performance of Services. We simply act as a payment collection agent and you agree that you have complete discretion whether and when to provide Services, and at what price and on what terms to offer them.

LIABILITY AND INDEMNITY

The Service Provider acknowledges and agrees that it is responsible for any losses, costs, expenses, and damages to Taskly or any third party in respect of, arising out of or in connection with the Services that the Service Provider provides, or negligence or any breach of this Agreement by the Service Provider.

The Service Provider hereby indemnifies and undertakes to keep Taskly indemnified from and against all and any Losses suffered or incurred by Taskly in connection with this Agreement.

The Service Provider acknowledges that the indemnity applies to Losses arising from:

The negligence of any Party or a third party;
The manner in which the Services are performed by the Service Provider, including but not limited to any act or omission by the Service Provider in connection with the performance of the Services;
The decision of any court, tribunal, or other authority in respect of the classification of the Service Provider as either an employee or contractor under common law or statute;
Any taxes, fees, charges, and any other imposts.

The indemnity is a continuing obligation which is separate and independent from any other obligations of the parties under this Agreement and it survives termination or expiry of this Agreement. The Service Provider acknowledges and agrees that it is not necessary for Taskly to incur any expense or cost or make any payment before enforcing the indemnity and the Service Provider must pay any money due to Taskly under that indemnity on demand by Taskly.

Taskly does not warrant that the Platform will be uninterrupted or error-free and the Service Provider agrees that Taskly will not be liable to the Service Provider for any loss or damage, including loss of profit arising from any malfunction or bugs in respect of the Platform.

To the maximum extent permitted by law, Taskly will not accept liability to the Service Provider in respect of any loss or damage (including indirect, special, or consequential loss or damage) which may be suffered or incurred by the Service Provider or which may arise directly or indirectly in respect of the Service Provider using the Platform.

To the maximum extent permitted by law, any condition or warranty by Taskly which would otherwise be implied in this Agreement is hereby excluded.

The obligations under will survive termination or expiry of this Agreement. For the avoidance of doubt, nothing in this Agreement limits or affects any agreement between the Service Provider and the Customer as to liability for loss and damage to the Property or loss to the Customer arising from the Services provided by the Service Provider.

DISPUTE RESOLUTION

In the event of a Dispute arising out of or in connection with this Agreement, the Parties agree to the following dispute resolution procedure:

The Complainant must provide a Dispute Notice to the Respondent;
Upon receipt of a Dispute Notice by the Respondent, the Parties will arrange to meet in good faith to seek to resolve the Dispute amicably by agreement between them;
If the parties cannot resolve the Dispute within two (2) weeks of the Dispute Notice having been received by the Respondent, either party may refer the matter to a mediator. The Parties must attend the mediation recommended by the mediator, in good faith, to seek to resolve the Dispute through mediation.
Each Party will bear their own legal costs in any Dispute. The cost of a mediator appointed will be shared equally between each Party.
Any attempts made by the Parties to resolve a Dispute pursuant to this clause will be without prejudice to any other rights or entitlements of the parties under this Agreement, by law or in equity.

For the avoidance of doubt, nothing in this clause prejudices the right of either party to seek urgent injunctive, interlocutory or declaratory relief from a court in connection with the Dispute without first having to attempt to resolve the Dispute.