English Translation:
Standard terms and conditions for Customer - Establishment
These standard terms and conditions are part of the agreement between Smartstaff AS (hereinafter "Smartstaff"), org.nr. 916 127 693, and independent employers (hereinafter the "Customer").
The purpose of the standard terms and conditions is to ensure predictability in the contractual relationship between Smartstaff and the Customer.
The English language version of this Agreement is an office translation of the original Norwegian text. In case of discrepancies, the Norwegian text shall prevail.
1. Smartstaffs relation to Customer
1.1. Smart Staff shall provide the Customer with mission services between independent contractors ("Supplier") and the Customer ("Mission Services").
1.2. Amendments to the Service Agreement may only be made by the Customer through the System.
2. Definitions
2.1. For all intents and purposes of this Agreement the following terms shall have the following meanings:
a) Service Agreement: Contains all information included in each order ("Mission") and which are available to the individual Supplier in the system. The Service Agreement constitutes a binding agreement between the Customer and the Supplier. The Service Agreement includes but is not limited to information about:
b) Mission: The mission. Includes "Mission information" and the individual "Order line".
c) Missions Services: The service provided by Smartstaff to the Customer and Supplier. Missions Services includes the following activities:
d) No show: Cases where the Supplier does not show up in accordance with the Service Agreement. Examples of such cases include, but are not limited to cases in which:
e) Service Charge: Smartstaff remuneration. The Service Charge is a static price which is shown included in all prices when the Customer creates their Mission in the system. In all invoices sent to the Customer the Service Charge amount is pulled out and placed on its own invoice line, so that it is always clear for the Customer what amount is paid to each individual Supplier and Smartstaff.
3. Service Agreement
3.1. For Missions Services rendered there shall be established a Service Agreement ("Service Agreement "). The Service Agreement is created per Mission ("Mission") in the System and constitutes a binding contract between the Customer and each confirmed Supplier.
3.2. Together with the Service Agreement, these Terms and Conditions ("Agreement") constitutes the whole agreement between the parties, unless otherwise expressly agreed between Smartstaff and the Customer.
3.3. The Service Agreement operates with an expected end time. Extension of the end time may be granted if the Customer and Supplier agree. End time may be reduced provided that the minimum hourly basis for the Mission is maintained.
4. Changes
4.1. This Agreement, and any changes to this Agreement may be entered into by the parties by e-mail if the receiving e-mail is confirmed by the other party.
4.2. The agreement will be updated from time to time as a result of service expansion or changes, or other relevant factors. Upon acceptance of this Agreement the Customer agrees that Smartstaff can change the agreement without having to inform the Customer in advance. Smartstaff is obligated to inform the Customer with a copy of the current Agreement when changes are executed and delivered. Upon creation of new missions or finishing an existing mission after the change, the changes are accepted.
5. Deadlines and its consequences
5.1. Each individual Supplier may, without the accompanying consequences, cancel their confirmed participation on a mission within forty-eight (48) hours before the start time as it appears in the Services Agreement.
5.2. For the case that a Supplier cancels his confirmed participation after the deadline, the following consequences will be exerted by Smartstaff:
a) The supplier is deleted from the Supplier database of the Customer who has created the Mission,
b) The Supplier is blocked for further Mission invitations in the system,
c) All confirmed Missions for the individual Supplier is cancelled for the next seventy-two (72) hours. All future Service Agreements will be cancelled if no valid reason for the cancellation has reached Smartstaff within thirty-six (36) hours after the deadline for cancellation, and
d) With the utmost consequence of deletion from the System by Smartstaff.
5.3. For cases referred to in clause 5.2 the System will look for a replacement Supplier who can carry out the Mission instead of the said Supplier.
5.4. Smartstaff reserves the right to refrain from exercising consequences as mentioned in Clause 5.2 letters a) to d), if the Supplier has a valid reason for cancellation. Valid reasons may be, but are not limited to, death in close relation to the Supplier, as well as accidents and illness confirmed by a medical certificate.
5.5. Supplier or Smartstaff is not responsible for the consequences of cancellation after the deadline has for the Customer.
5.6. Amendments to Service Agreement made by the Customer forty-eight (48) hours before the start time constitutes binding amendments to both parties by Service Agreement, once the Supplier has accepted the amendments. The following amendments need to be accepted by each individual Supplier before they are binding amendments (note that such changes might result in Suppliers being removed from the Mission as they no longer match the Customers order):
If the Supplier has not accepted the amendments before the deadline for cancellation and deletion, the mentioned Suppliers acceptance will be cancelled and the Supplier will receive a new invitation to the Mission with the updated and correct Services Agreement valid. It is not possible to make any of these changes after the cancellation deadline.
5.7. The Customer can cancel and delete an order within forty-eight (48) hours before the start time for each order line. After the deadline, the Customer is obliged to pay the minimum number of hours for each individual certified Supplier, as well as the connected Service Charge.
5.8. The customer can remove a confirmed Supplier from a mission within forty-eight (48) hours before the start time for each individual order line. Suppliers requested for the Mission after the deadline can be removed until the Supplier has confirmed the engagement.
5.9. If the Customer fails to pay the invoice by the due date of each invoice with the correct amount, Smartstaff will, without warning, record the invoice as not paid on time in the System. In such a case, all Missions submitted by the Customer in the System will be cancelled and deleted, including the Missions that have past the deadline for cancelation. The Customer will however be responsible for a minimum number of hours above all confirmed Suppliers and Smartstaffs "Service Charge" for the Mission that are made after the cancellation deadline, without the Mission being carried out by either of the parties. The Customer will also be blocked to use the System to further enter into Service Agreements until the invoice is paid. Smartstaff also reserves the right not to revoke the aforementioned consequences, even though the Customer pays the invoice.
6. Rating
6.1. Smartstaffs System is based on judgment ("Rating") given by the Customer and Supplier in connection with the reporting and approval of hours after completed missions. Rating is a subjective judgment and say nothing about Supplier or their professional qualifications or experience.
6.2. The Customer and Supplier are encouraged to give a rating after completing missions.
6.3. In connection with the reporting and approval of hours the system automatically registers the average rating of the Supplier and Department if neither the Supplier or the Customer actively has given a rating. It is not possible to give a rating below one (1) star in the system.
6.4. The current Rating will always be based on the seven (7) last registered and valid ratings in connection with the reporting and approval of hours.
6.5. In the cases where Supplier or Customer does not actively report and approve hours in the System, the Rating registered will not be valid and therefore not be counted.
7. Price
7.1. Suppliers are engaged based on Rating. An increase in price based on rating is paid directly to the Supplier, and will not increase Smartstaff´ remuneration, Service Charge.
7.2. Smartstaff has fixed earnings per approved hour in the system. This is a static price and independent of the Rating price chosen by Customer.
7.3. A Supplier may not be paid more than an hourly rate corresponding to his average rating per approved hour. This means that if a Supplier is requested by the System's algorithm to one Mission with a higher rating than the Supplier have, the hourly rate is changed for the Customer in the System, to meet the Suppliers average rating for reporting and approval of hours in the System, called the "Finalising" process. If the Supplier has a higher average rating than the one ordered by the Customer, the price will be according to the hourly rate equivalent rating ordered by the Customer. Consequently, there may be a lower hourly rate than ordered, but never higher.
7.4. For those cases where the Customer handpicks one Supplier to a Mission the hourly rate is set at Suppliers current average rating and cannot be changed by any parties. The Services Agreement will in such cases always show the correct hourly rate in both parties' Service Agreement.
8. Remuneration and payment
8.1. Customer shall for Missions Services pay according to the Service Agreement. Unless otherwise agreed, payment terms shall be fourteen (14) days from each mission date registered in the System, on the basis of reported and approved hours from all parties involved in each Mission. Each Mission will have its own invoice, regardless if it's more than a Mission recorded in the System by the Customer on the same date, unless otherwise agreed in writing between Customer and Smartstaff.
8.2. When choosing whether to receive invoices by post, the Customer will be charged an additional fee of 79,- NOK for each invoice.
8.3. By answering an SMS from the System there will be a minimum price of 0,39 NOK per SMS sent by the Customer. Such SMS are not included in subscriptions and prices may differ from the telecommunications provider to the telecommunications provider.
9. Order
9.1. An order must have a minimum of thirty (30) minutes until the order line start time when it is registered by the Customer in the system, although it can be as little as five (5) minutes to start time when the Supplier receives the request.
9.2. To comply with the obligations under this Agreement the Supplier must be able to show up to the Mission within thirty (30) minutes after the start time in Services Agreement, and is encouraged to inform the Customer as soon as the Supplier is aware of the delay.
9.3. A Mission is maximum twenty-three (23) hours and forty-five (45) minutes from the start time in Services Agreement.
9.4. A Mission can only deal with one date at a time, although the end of the mission may be the subsequent date.
9.5. For a Supplier to be able to receive a request for a Mission in the System, the Supplier must be available at the Mission date and address, and have opted to be requested to missions with Customer's ordered mission Assignment. He must also fulfil the Customers language requirement.
10. Minimum number of hours and breaks
10.1. One order line must be a minimum of four (4) hours per Supplier. It is not possible to record a break of the individual Supplier for Missions of less than four and a half (4.5) hours.
10.2. A break is set to thirty (30) minutes and is static - neither the Customer nor the Supplier may modify this. Is break recorded, the Supplier is deducted for the thirty (30) minutes a break means.
10.3. The system automatically deducts a break for Missions over four and a half (4.5) hours. If the break is not to be deducted, it must actively be deselected by the Supplier and/or Customer.
11. Cases where the Supplier does not meet under the Services Agreement - No Show
11.1. Valid reasons for registration of "No show" in the system are cases where the Supplier does not meet under the Services Agreement as mentioned in clause 2 letter d.
11.2. If one Supplier is registered as a “No Show” under the reporting of hours in the System, Finalising, the following impacts will be exerted by Smartstaff towards the aforementioned Supplier:
a) The Supplier is deleted from the Supplier database of the Customer where the "No show" has taken place.
b) The Supplier is blocked for further requests in the System and all confirmed Missions of the individual Supplier is cancelled.
c) The Supplier is deducted fifty (50) points from their accumulated Response Rate value.
c) Based on the reason given for the No Show by the Supplier, Smartstaff will consider if the Supplier can still be registered in the System, with a high probability of deletion from the System.
11.3. Neither the Supplier nor Smartstaff are responsible for the consequences of the Suppliers No show.
11.4. Smartstaff reserves the right to refrain from exercising consequences as mentioned in clause 11.2 letters a) to d), if the Supplier demonstrates a valid reason for the No Show. Valid reasons may be, but are not limited to, death in close relation to the Supplier, as well as accidents and illness confirmed by a medical certificate.
11.5. No Show is recorded in the system by setting the same start and end time by the Supplier, the Customer or Smartstaff, in connection with the process of reporting of hours (Finalising).
12. Double roles
12.1. Smartstaff undertakes to inform the Customer without undue delay when information about a possible double role is available for Smartstaff, if an employee of the Customer could be considered to have a double role in the System.
12.2. Such a double role can be, but is not limited to, the said Supplier being employed by the Customer, including making missions and sending orders for the Customer in the System and earning Buddy Bonus from Smartstaff based on approved hours of other Suppliers in the system.
13. Direct association with Smartstaffs Suppliers
13.1. Customer may, without compensation to Smartstaff, offer Suppliers a permanent position of employment (100 %). The Customer is obligated to inform Smartstaff of this without undue delay when an offer exists for a specific Supplier.
13.2. Smartstaff reserves the right to ban both the Customer and the Supplier it may concern, in cases where the Supplier associated with the Customer directly without a permanent position of employment 100%. The same applies if the Customer does not follow its obligation to inform Smartstaff when an offer exists.
13.3. Direct association may involve, but are not limited to, cases where the Customer hires the Supplier through a part-time contract or through Missions outside the System, after coming into contact with each other via the System. In such a case, all Missions submitted by the Customer in the System, related to the Supplier will be cancelled and deleted, including Missions that are after the deadline for cancellation. The Customer will however be responsible for a minimum number of hours concerning the before mentioned Supplier and Smartstaff' "Service charge" for Missions that are after the deadline for cancellation. Smartstaff takes the labour law seriously and will consider any circumvention of the Working Environment Act´s general rule on permanent employment or abuse of the System for recruitment as a severe breach of this Agreement, and the Customer will be responsible to pay a fee of forty-six thousand Norwegian Kroner plus vat (46.000,- NOK +vat) for the before mentioned Supplier which they have have directly associated themselves with, without it being a 100% employment.
13.4. Each Supplier has a quarantine of six (6) months from the first of the following month after the Supplier has been deleted from the System, as regards the use of a competing system corresponding to the System, regardless if the Supplier delete their own profile or if the deletion is performed by Smartstaff.
14. Deletion of Suppliers from Customers own Supplier database ("Supplier database")
14.1. The Customer can control which Suppliers who can and cannot be requested to their registered Mission system. A Supplier may at any time be deleted from Customer's own database of Suppliers ("Supplier Database") in the System. A Supplier that is erased will no longer receive requests for future missions at your location. The Customer can undo, and activate a specific or all deleted contractors at any time, so that the Suppliers may receive requests to Customer Missions again.
14.2. A Supplier is also entitled to delete a Customer, so that they will no longer receive requests for Missions registered by the Customer in the System. The Supplier may also undo this deletion at any time.
15. The reporting of hours and rating
15.1. Reporting of hours and rating for each Supplier associated with each Mission, in the System called "Finalising," is available to the Customer twenty-five (25) hours after the last expected end time for each Mission and must be made within seventy-two (72) hours from the time of availability in the System. If the Customer fails to do so within that period, the reported hours from the Suppliers will be construed as approved by the Customer and changes cannot be made. After reporting hours of the Customer, regardless when in the period of seventy-two (72) hours, this is considered approved hours of the Customer and changes cannot be made after reporting. The Customer is obligated to pay for all authorized hours, regardless of whether the Customer has actively reported and approved within the deadline or not. The Customer receives notification via SMS no later than one (1) hour before the System closes the opportunity for the Customer to report and approve the hours for each Mission.
15.2. Smartstaff reserves the right to modify the reported and approved hours from both the Supplier and the Customer, in cases where there is a significant difference between the reported and approved hours. Smartstaff is however obligated to contact the Customer before such a change is implemented and approved by Smartstaff in the System. Changes made by Smartstaff in this context is evident in the system, and visible to all parties.
15.3. All old Mission are clearly shown for all users with reported and approved hours made by the Supplier, Customer and possibly Smartstaff.
16. Price controls
16.1. The remuneration for the Mission Services will, as a main rule, be price adjusted once a year with effect from August 1.
16.2. The remuneration for the Mission Services may be subject to price changes due to changes in government taxes, fees or other mandatory addition of significance incurred on Missions Services. Such changes must be notified in writing to the Customer at least one calendar month before the price change takes precedence.
17. Availability of system and ancillary services related to system
17.1. Smartstaff does not guarantee that the System is available to the Customer at all times in cases where the system server is not available. Such cases may be, but are not limited to, updating the system, power failure on the server, the server loses connection to the internet or cases where the system is compromised. Smartstaff is however obligated to inform about planned downtime for system at least seventy-two (72) hours before or as soon as they have knowledge of any of the above cases. Smartstaff is not responsible for the inconvenience this may cause for the Customer.
17.2. Smartstaff is not responsible for the functioning of SMS-communication in accordance with the system, as this is a service provided by a third party. The Customer is obligated to deal with the System, because SMS is an additional service and not part of Service Agreement with the Supplier. If Smartstaff has information about the downtime of their SMS provider it is encouraged to inform the Customer about this once the information is acquired by Smartstaff.
18. Smartstaffs liability
18.1. Smartstaff is not responsible for the event that the Supplier does not have the necessary qualifications and experience.
18.2. Smartstaff does not guarantee that there are Suppliers available to the Customer at any time beyond what is stated in the Service Agreement.
18.3. Smartstaff is not responsible for the Suppliers No show according to Agreement between the Supplier and the Customer as a result of Mission Services, regardless of cause. Smartstaff may however block Suppliers from the System.
18.4. Smartstaff is not responsible for work result or any other direct or indirect loss resulting from the contractor's fault or negligence, including that the Supplier No shows under the Service Agreement between Supplier and Customer. This also applies to claims by third parties.
18.5. Nothing in this Agreement shall be construed as establishing guarantees with regard to Smartstaffs execution of the Agreement, unless otherwise specified.
19. Customer Responsibilities
19.1. The Customer is responsible for complying with the Service Agreement with the Supplier that is entered into the System, as a result of Mission Services.
19.2. The Customer is responsible for controlling the assignee's qualifications.
19.3. The Customer is responsible for all obligations related to the implementation of the Mission, including providing adequate equipment and necessary training of Suppliers.
19.4. The Customer is responsible for ensuring that the Service Agreement is fulfilled by each Supplier.
19.5. The Customer is responsible for ensuring that all relevant laws and regulations are followed.
19.6. The customer is obligated to pay the invoice on time.
19.7. The customer is obligated to adhere to the System, and Service Agreements reached through the System.
20. Indemnification
20.1. The Customer undertake to indemnify and hold Smartstaff and their employees harmless from any claim from the Customer or the Supplier and third parties (including family of the Customer or the Supplier). Such claims include but are not limited to: all costs, expenses, lost data, work stoppage, loss, damage, claim, action or liability on the account of personal injury or death and destruction or damage to property or any other special, incidental, or consequential damages of any kind, arising from or as a result of any negligence by the parties.
21. Insurance
21.1. The Customer is responsible for drawing its own insurance, including personnel, equipment and property.
22. Confidentiality
22.1. The parties to this Agreement, unless explicitly agreed otherwise, expressly covenants and agrees to not use, reveal, divulge or make known, directly or indirectly, any confidential information for the benefit of any entity, organization or person other than the parties, or disclose such Confidential information without the prior written approval of the respective party, for as long as such information could be deemed to constitute confidential information.
22.2. The Customer warrants not to make available or use any information provided by Smartstaff; hereunder profile information, information concerning functions and services, or other types of information pertaining to the operations of Smartstaff or its services, for the development of an equivalent or similar service as the one provided by Smartstaff.
22.3. For the intent and purposes of this Agreement, confidential information shall constitute all information not generally known, propriety to Smartstaff or to a third party for which Smartstaff has provided service to, including information concerning patents or trade secrets, know-how, IPR, designs, manuals, processes, formulas, methods, source codes, plans, devices, research and development, techniques, materials, proprietary software, analysis, and any other confidential information or proprietary aspects of the business of Smartstaff. All information acquired by the parties in the performance of this Agreement, which the parties has reason to believe to be confidential information, or which Smartstaff treats as being confidential information, shall be deemed to be confidential information, with the exception of;
(a) information that becomes public by other means than a breach of this Agreement;
(b) information which was already in the lawful possession of a third party prior to the receipt from the disclosing party;
(c) information that is obtained from a third party which is lawfully entitled to disclose such information without any restriction on disclosure,
(d) information which necessary for complying with the recipient's rights under this Agreement, or
(e) information that is required to be disclosed by law, regulations issued under law or by order of a court, stock exchange or a governmental, supervisory or regulatory authority of competent jurisdiction. If the aforementioned disclosure of information is prescribed, the parties undertake to promptly inform the other part if such obligation and provide the assistance necessary to protect the information to every possible extent.
23. Severability
23.1. In the event any part of this Agreement is to be void, voidable or unenforceable for any reason whatsoever, the remainder of this Agreement shall remain in full force and effect. The provision being rendered void, voidable or unenforceable shall be interpreted or replaced by a provision aiming to achieve the purpose of the original provision.
24. Force majeure
24.1. Neither party shall be deemed to have breached an obligation under this Agreement to the extent the party can prove that the breach is caused by circumstances beyond its control.
25. Duration and Termination
25.1. This Agreement applies to the Missions Services regardless of what time it is carried out, including when it is performed at a point before this Agreement was entered into. Smartstaff has the right to terminate the Agreement with immediate effect if the Customer is in material breach of this Agreement.
26.Governing Law and Jurisdiction
26.1. Any dispute regarding this Agreement shall primarily be resolved through negotiations. If a solution is not reached, the dispute shall be settled by Oslo City Court, with Norwegian law as the governing law.