Independent Contractor Terms & Conditions

1. INDEPENDENT CONTRACTOR STATUS

Contractor is engaged as an independent contractor and not as an employee, agent, joint venturer, or partner of Vassar & Company Properties (“VCP”).

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Contractor retains full control over the manner, means, methods, techniques, and sequence of performing all services. VCP does not control or direct the physical performance of work but may specify desired results, scheduling parameters, and general scope for coordination purposes only.

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Nothing in this Agreement shall be construed to create an employer-employee relationship.

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Contractor is solely responsible for:

• Federal, state, and local taxes (including self-employment taxes)

• Insurance coverage

• Licensing and certifications

• Labor, tools, materials, and equipment

• All business expenses

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Contractor is not entitled to workers’ compensation, unemployment insurance, or any employee benefits from VCP.

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2. SCOPE OF SERVICES

Services may include, but are not limited to:

Appliance Repair, Auto Detailing, Carpet Cleaning, Carpentry, Commercial Cleaning, Concrete, Custom Home Building, Electrical, Flooring, General Contracting, HVAC, Irrigation, Janitorial, Junk Removal, Landscaping, Lawn Care, Painting, Pest Control, Plumbing, Pool & Spa, Property Maintenance, Remodeling, Residential Cleaning, Restoration (Water/Fire), Roofing, Septic Services, Window Cleaning.

All work must be:

• Performed in a professional and workmanlike manner

• Code-compliant

• Completed in accordance with the accepted work order

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3. WORK ORDER PROCESS

• All service opportunities are issued by VCP

• Contractor may accept or decline any work order at their sole discretion

• Accepted work must be scheduled within 48 hours unless otherwise agreed

• Contractor may not modify scope or pricing without prior written approval

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4. COMPENSATION (VCP-COLLECT MODEL)

Payment Structure

VCP collects all customer payments. Contractor is paid after job completion and payment clearance.

• Gross Job Amount = total amount charged to customer

• Taxes = collected and remitted by VCP

• Net Job Amount = Gross minus taxes

• Contractor Payment = Net Job Amount minus VCP Fee

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Payment Terms

• Paid within 2–5 business days after completion and cleared payment

• Payment methods: ACH, Zelle, Check, or other approved method

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5. PLATFORM ROLE & NO SERVICE PROVIDER STATUS

Contractor acknowledges that VCP operates solely as a marketplace platform and coordinator connecting customers with independent service providers.

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VCP does not perform, supervise, control, or guarantee any services.

Contractor is the sole and direct provider of services to the customer and is solely responsible for all work performed.

No partnership, joint venture, or agency relationship is created between:

• VCP and Contractor

• VCP and Customer

Contractor is solely responsible for all representations, warranties, and obligations made to customers.

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6. DEDUCTIONS & DISPUTE RESOLUTION

VCP reserves the right to deduct from Contractor payments for:

• Refunds or chargebacks

• Customer claims or complaints

• Property damage

• Incomplete or defective work

• Unauthorized services

• Violations of this Agreement

Dispute Process

• Contractor must submit a written dispute within 5 business days

• VCP will review and issue a determination within 10 business days

• Determination is final unless otherwise required by law

• Funds may be withheld during review

Failure to dispute within the timeframe constitutes acceptance.

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7. NO DIRECT PAYMENTS / NON-CIRCUMVENTION

Contractor may not:

• Accept direct payment from customers introduced through VCP

• Bypass VCP to avoid fees

• Redirect customers outside the platform

All customer relationships initiated through VCP remain the exclusive business relationships of VCP.

Violation may result in:

• Immediate termination

• Forfeiture of payment

• Legal action

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8. SERVICE STANDARDS

Contractor agrees to:

• Be punctual and professional

• Communicate clearly with customers and VCP

• Deliver high-quality workmanship

• Complete services as agreed

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9. CALLBACKS & WARRANTIES

Contractor must correct defective work at no additional cost:

• 7 days for cleaning/services

• 30 days for trade-related work

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10. CODE COMPLIANCE, PERMITS & INSPECTIONS

Contractor is solely responsible for:

• Determining permit requirements

• Obtaining permits

• Paying for permits (unless agreed otherwise)

• Scheduling inspections

• Passing inspections

• Closing permits

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Contractor shall not perform work requiring licenses or permits they do not possess.

Liability

Contractor assumes full responsibility for:

• Code violations

• Failed inspections

• Open permits

• Fines and penalties

• Costs to correct non-compliant work

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11. INDEMNIFICATION & HOLD HARMLESS

To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless VCP and its owners, members, managers, employees, and affiliates from any and all claims, damages, liabilities, losses, costs, and expenses (including attorneys’ fees) arising from:

• Contractor’s work or failure to perform

• Negligence or misconduct

• Personal injury or death

• Property damage

• Code violations or permitting issues

• Breach of this Agreement

• Any dispute between Contractor and customer

Contractor shall defend VCP at Contractor’s sole expense.

This provision survives termination indefinitely.

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12. INSURANCE & LICENSING

Contractor must maintain at all times:

• General Liability Insurance (naming VCP as Additional Insured)

• Workers’ Compensation Insurance or valid exemption

• All required licenses and certifications

Failure to maintain required coverage results in immediate suspension or termination without liability to VCP.

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13. CONFIDENTIALITY (NDA)

Contractor agrees to keep confidential all non-public information, including:

• Customer data

• Pricing structures

• Business operations

This obligation survives indefinitely.

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14. NON-SOLICITATION

Contractor may not solicit or perform services for VCP customers outside of VCP during engagement and for 24 months after.

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15. LIMITED NON-COMPETE

To the extent permitted under Florida law, Contractor shall not compete for customers introduced through VCP for 24 months.

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16. DAMAGES & ENFORCEMENT

Contractor agrees that violations of this Agreement may result in damages that are difficult to quantify.

Contractor agrees to liquidated damages of not less than $2,500 per occurrence, representing a reasonable estimate of damages and not a penalty. VCP may also seek injunctive relief and additional remedies.

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17. TERMINATION

VCP may terminate Contractor access at any time, with or without cause.

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18. LIMITATION OF LIABILITY

To the fullest extent permitted by law:

• VCP shall not be liable for any indirect, incidental, or consequential damages

• VCP shall not be liable for contractor performance or outcomes

• VCP’s total liability shall not exceed $100

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19. BINDING ARBITRATION & WAIVER OF JURY TRIAL

Any dispute arising from this Agreement shall be resolved through binding arbitration in the State of Florida.

• Governed by American Arbitration Association (AAA) rules

• No jury trials

• No class actions

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Prevailing party is entitled to attorneys’ fees.

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20. GOVERNING LAW

This Agreement is governed by the laws of the State of Florida.