BINZEY LLC INDEPENDENT CONTRACTOR SERVICES AGREEMENT
1. PARTIES AND EFFECTIVE DATE
This Services Agreement ("Agreement") is made and entered into between Binzey LLC, a Michigan limited liability company with a principal place of business at Owosso, MI 48867 ("Binzey"), and you, the undersigned independent contractor ("Contractor"). This Agreement is effective as of the date of your electronic acceptance.
2. ENGAGEMENT OF SERVICES
2.1 Independent Contractor Status: Contractor is engaged as an independent contractor and not an employee, agent, joint venturer, or partner of Binzey. Contractor is responsible for their own business operations and is free to provide similar services to other entities, provided that such services do not directly compete with Binzey's services while the contractor is logged into the Binzey Platform.
2.2 Nature of Services: Contractor agrees to perform trash-to-curb valet and related services ("Services") as offered through the Binzey online platform (www.binzey.com) and accepted by Contractor.
2.3 No Guaranteed Volume: Binzey does not guarantee any minimum number of service opportunities or volume of work. Contractor is not obligated to accept any specific service opportunity offered.
3. CONTRACTOR'S RESPONSIBILITIES
3.1 Performance Standards: Contractor shall perform all Services in a professional, timely, safe, and lawful manner, meeting the specifications provided by Binzey's customers.
3.2 Equipment and Compliance: Contractor is responsible for providing all necessary equipment, vehicles, and personnel (if any) to perform the Services. Contractor shall ensure compliance with all applicable federal, state, and local laws, regulations, licenses, and permits.
3.3 Operational Control: Contractor retains sole control over the method, manner, and means of performing the Services, including route selection and scheduling.
3.4 Customer Satisfaction: Contractor agrees to maintain a high level of customer satisfaction, reflected in ratings and feedback received through the Binzey platform. Failure to maintain acceptable ratings may be grounds for termination of this Agreement.
3.5 Insurance: Contractor must maintain adequate insurance coverage as required by law for the type of Services provided.
3.6 Background Check: Contractor consents to a background check, conducted by a third-party vendor chosen by Binzey, to ensure the safety of Binzey customers.
4. BINZEY'S ROLE
4.1 Platform Access: Binzey will provide Contractor with access to its online platform to receive service opportunities, communicate with customers, and manage service completion.
4.2 Customer Service: Binzey will handle customer inquiries and complaints related to the Binzey platform and its functionalities.
4.3 Payment Processing: Binzey will process payments from customers and remit payments to Contractor as outlined in Section 5.
4.4 Communication: Binzey may communicate with the Contractor, homeowners, vacation rental property managers, other businesses and/or other consumers to assist the Contractor in facilitating the Service Stop.
5. COMPENSATION AND PAYMENT
5.1 Service Fees: Contractor will be paid for each completed service in accordance with the then-current Binzey fee schedule, which may be modified by Binzey upon reasonable notice to Contractor.
5.2 Gratuities: Contractor retains 100% of any gratuities paid by customers, whether in cash or through the Binzey platform.
5.3 Payment Schedule: Binzey will process payments on a weekly basis via direct deposit to the Contractor's designated bank account, unless otherwise agreed upon in writing.
5.4 Promotions: Binzey may offer optional promotional incentives or referral programs. Contractor agrees not to manipulate or abuse these programs.
5.5 Expense Reimbursement: Contractor is responsible for all expenses incurred in performing the Services, including but not limited to fuel, vehicle maintenance, insurance, and personnel costs.
6. SERVICE FAILURES AND DISPUTES
6.1 Service Failures: If Contractor fails to complete a Service as agreed ("Service Failure"), Contractor may forfeit all or part of the payment for that Service, as determined by Binzey in its reasonable discretion.
6.2 Dispute Resolution: If Contractor disputes responsibility for a Service Failure, Contractor must notify Binzey in writing at help@binzey.com within 5 business days. Binzey will investigate and make a final determination.
6.3 Payment Errors: If Contractor believes there is an error in their payment, they must notify Binzey in writing at help@binzey.com within 10 business days of the payment date.
7. CONFIDENTIALITY
Contractor agrees to keep confidential all non-public information about Binzey, its customers, and its business operations, including but not limited to pricing, customer data, and platform functionalities. This obligation survives termination of this Agreement.
8. INDEMNIFICATION
8.1 Contractor Indemnification: Contractor agrees to indemnify and hold harmless Binzey, its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable attorney fees) arising from Contractor's performance of the Services, breach of this Agreement, or violation of any applicable law or regulation.
8.2 Binzey Indemnification: Binzey agrees to indemnify, protect and hold harmless Contractor from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly from Binzey's actions arranging and offering the Contracted Services to Contractor.
9. TERM AND TERMINATION
9.1 Term: This Agreement is effective upon acceptance by Contractor and continues until terminated as provided herein.
9.2 Termination by Contractor: Contractor may terminate this Agreement for any reason by providing seven (7) days written notice to Binzey at help@binzey.com.
9.3 Termination by Binzey: Binzey may terminate this Agreement for cause, including but not limited to:
Material breach of this Agreement by Contractor.
Failure to maintain required licenses, permits, or insurance.
Unsatisfactory customer ratings or feedback.
Violation of Binzey's policies, as communicated to Contractor.
Any conduct that, in Binzey's reasonable judgment, harms or threatens to harm the safety or reputation of Binzey, its customers or its platform.
9.4 Effect of Termination: Upon termination, Contractor's access to the Binzey platform will be deactivated. All outstanding payments owed to Contractor will be processed in the normal course of business.
10. DISPUTE RESOLUTION - MANDATORY ARBITRATION
10.1 Agreement to Arbitrate: Any dispute, claim, or controversy arising out of or relating to this Agreement or the relationship between Contractor and Binzey, including the validity and scope of this arbitration provision, shall be resolved exclusively through final and binding arbitration, except as provided below.
10.2 Arbitration Procedure: The arbitration shall be administered by the CPR Administered Arbitration Rules. The arbitration shall be conducted by a single neutral arbitrator. The arbitrator shall be an attorney with experience in the subject matter of the dispute. Unless otherwise agreed upon by the parties the arbitration will take place within 45 miles of Owosso, MI.
10.3 Arbitration Costs: Unless applicable law provides otherwise, in the event that Binzey and Contractor have agreed to this Mutual Arbitration Provision, Binzey and Contractor shall equally share filing fees and other similar and usual administrative costs, as are common to both court and administrative proceedings, but Contractor’s share of such fees and costs will not exceed the filing fee to file the case in a court of competent jurisdiction embracing the location of the arbitration. Binzey shall pay any costs uniquely associated with arbitration, such as payment of the fees of the Arbitrator, as well as room rental.
10.4 Class Action Waiver: Contractor and Binzey agree that each may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding.
10.5 Exceptions to Arbitration: This arbitration provision shall not apply to claims that are not subject to pre-dispute arbitration agreements as provided by an act of Congress or lawful, enforceable Executive Order.
10.6 Opt-Out Right: Contractor has the right to opt out of this arbitration provision by sending written notice to Binzey LLC, Attn: Legal Department, 989-998-2469, Owosso, MI 48867, within 30 days of the effective date of this Agreement. The opt-out notice must state Contractor's intent to opt-out and be signed by Contractor. Opting out will not affect any other provisions of this Agreement. If Contractor does not opt out within 30 days of the effective date of this Agreement, Contractor and Binzey shall be deemed to have agreed to this Mutual Arbitration Provision. Contractor has the right to consult with counsel of Contractor's choice concerning this Mutual Arbitration Provision (or any other provision of this Agreement).
11. GENERAL PROVISIONS
11.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of laws principles.
11.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
11.3 Amendments: This Agreement may be amended only by a writing signed by both parties.
11.4 Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
11.5 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
11.6 Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or sent by email to the addresses provided by each party.
11.7 Contact Information:
Binzey LLC: 989-998-2469, Owosso, MI 48867, help@binzey.com
Contractor: As provided during Contractor's registration on the Binzey platform.
11.8 Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party, except that Binzey may assign this Agreement to an affiliate or successor in the event of a merger, acquisition, or sale of substantially all of its assets.