Vendor Agreement
AlPhred.co LLC | 28 Cannon Dr., Hamilton, NJ 08690 | Contact@alphred.onmicrosoft.com
1) Role & Relationship
Vendor is an independent contractor and is not an employee, partner, agent, or joint venturer of AlPhred.co LLC. Vendor controls the means, methods, and manner of work; is solely responsible for workers, tools, safety, and compliance with laws.
2) Scope
AlPhred may refer potential client engagements to Vendor (each, a "Job"). Vendor decides whether to accept. Vendor is solely responsible for performing the Job.
3) Compliance, Licensing & Insurance
Maintain all required licenses/registrations; maintain appropriate insurance; comply with laws (safety, wage/hour, tax, background checks where appropriate); provide proof upon request and, if requested, name AlPhred as a certificate holder.
4) Background Checks (Sensitive Categories)
For categories such as babysitting and cleaning, Vendor agrees to complete any reasonable background screening required by AlPhred or the Client and to notify AlPhred of material changes impacting eligibility.
5) Pricing, Payment & Fees
Vendor sets its own rates and provides clear written quotes for Client approval. AlPhred may charge Clients a coordination fee and/or Vendors a platform/network fee as disclosed per Job or plan. Vendor invoices the Client or AlPhred as agreed in writing. If AlPhred pays Vendor from its float after Client authorization, payment from AlPhred satisfies Vendor's claim against the Client. Vendor is responsible for taxes.
6) Cancellations; Rescheduling
If a Client cancels or reschedules, Vendor will apply reasonable, pre-disclosed cancellation/reschedule terms. AlPhred is not liable for lost time outside such terms.
7) Conduct & Quality
Arrive on time (or give prompt notice); perform in a professional, workmanlike manner; comply with Client house rules; remedy reasonable defects; communicate issues to AlPhred promptly.
8) Non-Circumvention (Reasonable)
For Jobs introduced by AlPhred, and for six (6) months after the last Job with that Client, Vendor will not bypass AlPhred to avoid coordination/platform fees. Vendor may service pre-existing client relationships not introduced by AlPhred.
9) Confidentiality & Data
Vendor may receive non-public information (client addresses, schedules, contact details). Vendor will keep such information confidential, use it only to perform Jobs, secure it appropriately, and delete it upon request or when no longer needed.
10) Reviews; Use of Name
Vendor permits AlPhred to list Vendor's trade name, service category, and general service area on AlPhred directories, and to solicit/display client reviews about work actually performed.
11) Memberships & Trials
Vendor Trial: 3-job free trial for any paid listing/membership plan (if applicable). After the trial, standard fees apply unless canceled.
12) Warranties & Indemnity
Vendor warrants services will be performed in a professional, workmanlike manner consistent with industry standards and applicable law. Vendor will defend, indemnify, and hold harmless AlPhred, its owners, and clients against claims arising from: (a) Vendor services or omissions; (b) injuries to Vendor personnel; (c) Vendor breach; (d) IP infringement in materials Vendor supplies.
12A) Pricing Non-Negotiation & Confidentiality
Vendor agrees not to negotiate, discuss, or attempt to alter pricing directly with Clients for any services coordinated through AlPhred.co LLC, except as expressly authorized in writing by AlPhred. All pricing—including Vendor fees quoted to Clients, AlPhred coordination/platform fees, membership fees, and quoted amounts—must be communicated and authorized exclusively through AlPhred. Vendor further agrees not to disclose AlPhred pricing structures, coordination/platform fees, negotiated or quoted amounts, or internal pricing communications. Any attempt to bypass, modify, dispute, or negotiate pricing outside of AlPhred's coordination process constitutes a material breach and may result in removal from the network and other remedies under contract and New Jersey law.
13) Limitation of Liability (AlPhred)
To the fullest extent permitted by law, AlPhred's aggregate liability to Vendor for any claims relating to this Agreement is limited to the greater of: (a) fees actually paid by AlPhred to Vendor for the specific Job at issue; or (b) $100. AlPhred is not liable for indirect, incidental, special, consequential, or punitive damages.
14) Term & Termination
This Agreement begins on the Effective Date and continues until terminated by either party upon written notice. Either party may immediately terminate for material breach. Sections intended to survive (confidentiality, indemnity, limitation of liability, non-circumvention for already introduced clients) survive termination.
15) Independent Contractor Acknowledgments
Vendor is solely responsible for: hiring/firing, wages/benefits, workers' compensation, tools/equipment, controlling work performance, and taxes/reporting.
16) Governing Law; Dispute Resolution
New Jersey law governs. Disputes will be resolved by binding arbitration in Mercer County, NJ, on an individual basis (no class actions). Either party may seek injunctive relief in court to protect confidentiality or intellectual property. Vendor may opt out of arbitration within 30 days by written notice to Contact@alphred.onmicrosoft.com.
Contact
AlPhred.co LLC, 28 Cannon Dr., Hamilton, NJ 08690. Email: Contact@alphred.onmicrosoft.com