This page (together with the documents referred to in it) tells you the terms and conditions on which we supply the services listed on our website, www.4fmv.ca, and other affiliate sites to which access may be granted.

Please read these terms carefully before using our services and print a copy for your own records and reference. You should understand that by registering as a Buyer on our website, you agree as or on behalf of the Buyer to be bound by these terms and conditions and confirm that you have authority to enter into a contract on behalf of the Buyer. We will be unable to provide you with our services if you refuse to accept these terms and conditions.

1. Information About Us

1.1 www.4fmv.ca, and other affiliate sites to which access may be granted, (‘the Site’) is a website operated by 4FMV Inc (‘4FMV’), a company incorporated and registered in Canada with offices at 954 King Street West, Suite 510, Toronto, Ontario, M6K 3L9, Canada.

1.2 4FMV carries on the business consisting of providing services to its clients, and in providing general consultation services to persons, firms and corporations (“Buyer”) in all matters (the ‘Business’).

1.3 An individual seeking work is described on the Site as a ‘Seller’. A person seeking the services of a Seller is described on the site as a ‘Buyer’. We arrange the supply of services of Sellers to Buyers for limited time periods which we describe as ‘Contracts’.

1.4 Upon registration on the Site, Sellers can upload personal details including a Résumé and create a personal homepage on which details can be expanded, changed and updated. Buyers can search the Site, access Seller details, then select and contact Sellers. Buyer and Seller negotiate directly to agree the terms of any Contract and when such agreement is reached, details of the Contract are provided to Buyer and Seller in the form of a “Contract Information Sheet”. Sellers can then provide services to the Buyer.

1.5 In this agreement, the following words and expressions shall have the meanings herein set forth unless inconsistent with the subject matter or contract:

1. "Services" means the provision by the Seller of services to the Buyer, and such other services as may be required of the Seller by the Buyer or 4FMV.
2. “Individual Consultants” means employees, contractors, workmen, servants and agents engaged by the Seller.

2. Buyer Status

2.1 By registering on the Site, the Buyer is warranting that it is legally capable of entering into a binding contract and if the Buyer is an individual, is at least 18 years old.

3. The Contract for Services

3.1 Use of the Site is governed by these terms. During a Contract, a contract for services shall exist between the Buyer and 4FMV for the supply of the services of a Seller to a Buyer. The terms of the contract for services are set out in this document and in the Contract Information Sheet agreed between the Seller and the Buyer prior to commencement of the Contract.

3.2 For the avoidance of doubt, Buyer shall not be the employer, agent, partner or joint venture partner of any Seller. The Seller is an independent contractor engaged by 4FMV.

3.3 No variation or alteration to these terms shall be valid unless the details of such variation are agreed in writing between 4FMV and the Buyer and a copy of the varied terms is provided to the Buyer, stating the date on which such varied terms shall come into effect.

4. Registration and Site Use

4.1 In order to fully access the Site, Buyers are required to register. Buyers are provided with a user ID and choose a password that must be kept secure and confidential in order to prevent any unauthorized access to the Site. If a Buyer suspects that a password is no longer secure and confidential, the Buyer must notify 4FMV immediately.

4.2 The Buyer agrees that all information provided at registration or any time thereafter will be true, accurate and kept up to date. In particular, the Buyer shall not post details of fake or non-existent job vacancies.

4.3 The Buyer agrees to use Seller contact information provided by 4FMV only for the purpose of arranging a Contract via 4FMV. In the event that you select a Seller from our Site and award the Seller a contract outside of the Site, you will still be liable for our applicable fees, and you risk 4FMV removing you from the Site permanently.

4.4 The Buyer will not:

1. post information on the Site which
   1. is obscene, offensive, abusive, discriminatory or defamatory;
   2. is illegal;
   3. infringes the rights of any third party, including but not limited to intellectual property rights;
   4. is indecent or contains pornography or
   5. is likely to bring 4FMV into disrepute;
2. do anything to cause the Site to be interrupted or damaged or affect the functionality of the Site or intended to obtain personal information or data without consent of the data subject;
3. access non-public areas of the Site or the homepage of any other user of the Site;
4. gather information from the Site for any commercial purposes other than to utilise our services;
5. register as a Buyer more than once or register, whether in person or via a third party, if the Buyer has previously had their use of the Site terminated or suspended;
6. misrepresent its status in relation to 4FMV to any third party contrary to clauses 2 or 3.2 above;
7. engage in any activities intended to prevent payment of or reduce the fee due to 4FMV as a result of a Seller being introduced to the Buyer on the Site, including but not limited to
   1. failing to report changes in rate of pay or the duration of a Contract;
   2. contacting a Seller other than through the Site (where the contact details were obtained from the Site) with a view to dealing with such Seller other than through 4FMV;
   3. providing false information on rate of pay on the Site.

4.5 While we monitor information posted on the Site (and by accepting these terms, the Buyer consents to such monitoring for any purpose), 4FMV does not review each individual posting and therefore accepts no responsibility or liability for the information provided and makes no representation or warranty regarding the accuracy of the information supplied by any third party, including but not limited to information provided by any Buyer or Seller. Some information posted on the Site may be offensive, inaccurate or misleading. Buyer and Seller are responsible for obtaining independent verification of information posted by other users to ensure its accuracy. 4FMV is not responsible for and the Buyer specifically releases 4FMV from any liability for any losses caused as a result of reliance placed on inaccurate or unlawful information posted on the Site by third parties.

4.6 Users may be requested to provide constructive feedback relating to other users of the Site, during or at the end of a Contract, in order that 4FMV can establish user ratings for the benefit of other users. All users are requested to treat the ratings system seriously and in particular are prohibited from leaving feedback that is untrue, inaccurate, threatening, insulting, defamatory or obscene.

4.7 We may allow links to third party websites on the Site. We are not responsible for, nor do we accept liability for the content of third party sites. We reserve the right to remove any link to third party websites at any time.

4.8 We reserve the right to temporarily or permanently remove any Buyer job opportunity posting or edit and remove any other content or information at our sole discretion.

5. Data Protection

5.1 When registering with 4FMV, we collect personal data from Sellers and Buyers for the purposes of providing our services. We process this data in accordance with the Personal Information Protection and Electronic Documents Act (“PIPEDA”) and our Privacy Policy which appears on the Site. It is the Seller’s responsibility to review our Privacy Policy which forms part of these terms. The Privacy Policy may be updated from time to time.

5.2 The Buyer consents to 4FMV using personal data supplied by the Buyer to 4FMV for the purposes of providing its services and for other legal, administrative and management purposes. The Buyer consents to the transfer of their personal data to such parties, within and outside of Canada the European Economic Area, even if the country or territory in question does not maintain adequate legal data protection standards.

5.3 The Buyer must comply with the Personal Information Protection and Electronic Documents Act (“PIPEDA”) and our Privacy Policy at all times.

6. Contracts

6.1 The type of work which the Buyer requires the Seller to perform shall be as described in a Contract Information Sheet.

6.2 The Seller is not obliged to accept any offer of a Contract which is made by a Buyer, via 4FMV. The Buyer is not obliged to accept the services of a Seller that is offered via 4FMV.

6.3 It is the responsibility of the Buyer to verify that (a) it has been provided with accurate information as to the identity of the Seller; and (b) the Seller has the necessary experience, training, qualification or authorizations required by the Buyer, by prevailing law or by any professional body for the Seller to undertake the work required.

6.4 The Buyer is not permitted to use the Site to find a Seller to work in a position if the Seller would be required to work with or care for any person under the age of 18 or who by reason of age, infirmity or other circumstances is in need of care and attention. The Buyer is also not permitted to use the Site to find a Seller to fill a position as a director, company secretary or partner.

6.5 The Buyer shall ensure that it has informed the Seller prior to commencement of a Contract, of all matters required in the Contract Information Sheet.

6.6 The Buyer acknowledges that the Seller is not under the supervision or control of 4FMV, and 4FMV accepts no responsibility for the quality or appropriateness of the performance of services provided by the Seller to the Buyer. The Buyer will comply in all respects with all relevant statutes, by-laws and legal requirements in respect of the Seller and any other Seller Representative.

7. Timesheets

7.1 At intervals set out in the Contract Information Sheet for a Contract (or at the end of the Contract where it is for a period of one week or less or is completed before the end of a week) the Seller shall complete an online timesheet and submit this to 4FMV duly completed to indicate the number of hours/days worked (and if applicable overtime worked and expenses incurred) during the preceding timesheet period. 4FMV shall provide the Seller's timesheet to the Buyer for verification of hours worked. 4FMV will treat the timesheet as verified if the Buyer fails to notify 4FMV to the contrary within two business days.

7.2 If the Buyer is unable to verify the number of hours worked as claimed by the Seller, because the Buyer disputes the hours/days claimed, the Buyer shall inform 4FMV within 2 business days of receipt of the disputed timesheet and shall co-operate fully and in a timely fashion with 4FMV in order to establish what hours, if any, were worked by the Seller. If notification of a disputed timesheet is received by 4FMV after 2 business days have elapsed and after 4FMV's invoice in respect of the hours claimed in the disputed timesheet has been submitted to the Buyer, the Buyer is obliged to pay 4FMV's charges based on the disputed hours claimed by the Seller, but the Buyer may receive a full or partial refund as and when the Buyer and 4FMV resolve the actual hours worked by the Seller.

7.3 The Buyer shall not be entitled to decline to verify a timesheet on the basis that it is dissatisfied with the work performed by the Seller. In cases of unsuitable work, the Buyer should apply the provisions for termination of the Contract in clause 12 below.

8. Charges

8.1 Charges for Hourly Contracts

8.1.1 The Buyer agrees to pay the charges of 4FMV as notified in the Contract Information Sheet, and such other charges as are detailed in these terms. In respect of any Contract, the charges are calculated according to the number of hours/days worked by the Seller (to the nearest two decimal places). The charges are comprised of:

1. the fees of the Seller for the supply of the services of the Seller charged at both standard and overtime rates, if overtime rates have been agreed in the Contract Information Sheet;
2. 4FMV's management fee which is calculated as a 12% margin on the total sum payable by the Buyer in respect of hours/days worked by the Seller plus government deductions where applicable, including EI, CPP, EHT and WSIB; plus HST or GST and/or QST as applicable. For example, if a Seller's rate of pay is $10 per hour and 10 hours are worked and the Seller is GST/QST registered and the work is done in Quebec, the amount paid by 4FMV to the Seller would be $100 plus GST and QST. The amount paid by the Buyer to 4FMV would be $113.60 + government deductions + GST and QST. 4FMV's management fee would therefore be 13.60 which is 12% of the total paid by the Buyer. Management fees are not applied to government deductions or taxes.
3. reimbursement of expenses as agreed with the Seller in the Contract Information Sheet;
4. 4FMV's expenses handling charge of a 5% margin of all reimbursed expenses; GST or HST as applicable, is payable on the entirety of these charges.

8.1.2 The charges are invoiced to the Buyer (by email, by 4FMV or its agent) at the intervals set out in the Contract Information Sheet and are payable within 28 days of the invoice date. 4FMV reserves the right to charge interest on any overdue amounts at the rate of 8% per annum above the base rate established from time to time by the Bank of Canada from the due date until the date of payment.

8.1.3 There are no refunds or rebates payable in respect of the charges of 4FMV, save as set out in clause 7.2 above.

8.2 Charges for Fixed-Price Contracts

8.2.1 The Buyer agrees to pay the charges of 4FMV as notified in the Contract Information Sheet, and such other charges as are detailed in these terms. In respect of any Contract, the charges are calculated according to the fixed-price submitted by the Seller (to the nearest two decimal places). The charges are comprised of:

1. the fees of the Seller for the supply of the services of the Seller charged;
2. 4FMV's management fee which is calculated as a 15% margin on the total sum payable by the Buyer plus HST or GST and/or QST as applicable. A minimum management fee of $75 will be applied to any Seller fixed-price bid of less than $500. For example:
   1. If a Seller submit's a bid of $100 and the Seller is HST registered and located in Ontario, the amount paid by 4FMV to the Seller would be $100 plus HST. The amount paid by the Buyer to 4FMV would be $175.00 + HST. 4FMV's management fee would therefore be $75 which is the minimum management fee. Management fees are not applied to taxes.
   2. If a Seller submit's a bid of $600 and the Seller is GST registered and located in Alberta, the amount paid by 4FMV to the Seller would be $600 plus GST. The amount paid by the Buyer to 4FMV would be $705.88 + GST. 4FMV's management fee would therefore be $105.88 which is 15% of the total paid by the Buyer. Management fees are not applied to taxes.
3. reimbursement of expenses as agreed with the Seller in the Contract Information Sheet;
4. 4FMV's expenses handling charge of a 5% margin of all reimbursed expenses; taxes (HST/GST and/or QST) as applicable, is payable on the entirety of these charges.

8.2.2 All Fixed-Price Contracts are pre-paid. The charges are invoiced to the Buyer (by email, by 4FMV or its agent) in advance of any work beginning.

8.2.3 There are no refunds or rebates payable in respect of the charges of 4FMV, save as set out in clause 11.1 c below.

9. Remuneration

9.1 4FMV is responsible for paying or procuring the payment of the fees of the Seller. No payments shall be made directly to any Seller by the Buyer.

10. Engagement Fees

10.1 For the purposes of clauses 10 and 11, the following words shall have the following meanings:

“Engagement” means the engagement, employment or use of a person other than for a Contract arranged by or via 4FMV; on a permanent or temporary basis whether under a contract of service or for services; an agency, licence, franchise or partnership arrangement; or any other arrangement, and “Engaged” and “Engages” shall be construed accordingly.

“Relevant Period” means either a period of 14 weeks from the commencement of a Contract, or 8 weeks from the last day of a Contract, whichever period ends the later. For the purposes of this definition, a new Contract begins where there has been a break of 42 days since the end of the last Contract, or no previous Contract.

“Remuneration” means the gross annual taxable emoluments payable to or receivable by a person as a result of an Engagement and includes base salary or fees, guaranteed and/or anticipated bonuses and commission earnings, inducement payments, any car allowance and all other payments.

10.2 In the event that the Buyer intends to enter into a contract of employment or engagement of a Seller, the Seller or any other officer, employer or worker of a Seller (‘Individual Consultant’’) supplied by 4FMV, either (1) directly or (2) by the Buyer pursuant to an agreement with an alternative employment business, either after introduction of the Seller or Individual Consultant by or via 4FMV (but before commencement of a Contract) or during a Contract or within the Relevant Period the Buyer shall notify 4FMV of its intention to engage and 4FMV will require the Buyer to choose from the following options:

1. the Buyer shall be required to pay a fee upon commencement of the employment or engagement which shall be equivalent to 10% of the Remuneration payable to the Seller/ Individual Consultant in the first 12 months of the employment or engagement (“the Introduction Fee”); or
2. the Buyer shall be required to extend the existing Contract of the Seller/Individual Consultant, or if no Contract has taken place or the Contract has already ended, enter into a new extended period of hire of up to 52 weeks during which 4FMV shall be entitled to the charges set out in clause 8.1 above for each hour or day the Seller/Individual Consultant is supplied, and at the end of the extended period of hire, the Buyer may engage the Seller/Individual Consultant without payment of any further fee to 4FMV.

10.3 The Buyer shall give written notice of its choice within 10 business days under sub clause 10.2 and if it has elected for the option set out in sub-clause 10.2(b), the extended period of hire shall begin on the date of receipt by 4FMV of the Buyer's written notice. If the Buyer fails to specify within 10 business days whether the payment of the Introduction Fee (pursuant to sub-clause 10.2(a)) or an extended period of hire (pursuant to sub-clause 10.2(b)) is preferred, the Introduction Fee shall be payable by the Buyer to 4FMV upon commencement of the Engagement. No refund or rebate of the Introduction Fee shall be paid in any event. GST/HST and/or QST as applicable is payable in addition to any Introduction Fee due.

10.4 In the event that the Buyer introduces the Seller to a third party with whom the Seller enters into employment or engagement either after Introduction of the Seller by 4FMV (but before commencement of a Contract) or during a Contract or within the Relevant Period the Buyer shall be liable to pay the Introduction Fee to 4FMV. No refund or rebate of the Introduction Fee will be paid in any event. GST/HST and/or QST as applicable is payable in addition to any Introduction Fee due.

10.5 In the event that the Buyer enters into employment or engagement with a Individual Consultant other than the Seller specifically introduced by 4FMV either directly or through an alternative employment business or introduces an Individual Consultant other than the Seller specifically introduced by 4FMV to a third party with whom the Individual Consultant enters into employment or engagement the Buyer shall be liable to pay the Introduction Fee to 4FMV. No refund or rebate of the Introduction Fee will be paid in any event. GST/HST and/or QST as applicable is payable in addition to any Introduction Fee due.

10.6 In the event that the employment or engagement of the Seller or other Individual Consultant is for a fixed term of less than 12 months, the Introduction Fee shall be equivalent to 12% of the Remuneration payable to the Seller or other Individual Consultant during the period of the employment or engagement and any subsequent extension or renewal thereof, up to a maximum employment or engagement period of 12 months.

10.7 In the event of any employment or engagement to which this clause 10 relates, the Buyer will immediately notify 4FMV in writing of the employment or engagement, as the case may be, and the Remuneration payable to the Seller or other Individual Consultant during the first 12 months of the employment or engagement and provide such further details concerning the employment or engagement which 4FMV reasonably requires.

10.8 If details of Remuneration are not provided by the Buyer pursuant to clause 10.7, 4FMV shall be entitled to calculate any Introduction Fee due on the basis of an amount representing the minimum level of remuneration applicable for the position in which the Seller or other Individual Consultant has been employed or engaged having regard to any information on remuneration provided by the Buyer or on the basis of comparable remuneration in the market generally for such positions, which ever is greater.

11. Termination

11.1 Each Contract shall commence on the agreed start date and shall continue until the agreed end date or completion of the services. Notwithstanding the foregoing, a Contract may be terminated prior to the completion of the services as follows:

1. by 4FMV for any reason whatsoever, without prior notice or liability;
2. by the Buyer upon provision of not less than 10 business days prior written notice
3. by the Buyer immediately upon written notice to 4FMV if the Seller fails to perform his/her duties in a manner which is satisfactory and acceptable to the Buyer.

11.2 Failure by the Buyer to give notice of termination as required by clause 11.1 shall constitute a breach of contract and shall entitle 4FMV to claim damages from the Buyer for any resulting loss suffered by 4FMV or the Seller.

11.3 The Buyer acknowledges that the continuation of the Contract is subject to and conditioned by the continuation of the contract entered into between 4FMV and the Seller. In the event that the contract between 4FMV and the Seller is terminated for any reason the Contract shall cease with immediate effect and without liability on the part of 4FMV to the Buyer.

11.4 4FMV reserves the right to suspend or terminate use of this Site by any Buyer in the event of breach of these terms or for any other reason without prior notice and without liability.

12. Liability

12.1 The Buyer agrees to indemnify 4FMV against all losses, costs (including reasonable legal fees assessed on a full indemnity basis), expenses, damages arising from any claims or demands made by any third party (including the Seller) due or arising from a breach by the Buyer of these terms or violation of any law (including tax laws) or third party rights. 4FMV will promptly inform the Buyer of any claim, action or demand falling within the ambit of this clause and the Buyer will cooperate fully in 4FMV's defence of the claim. The Buyer shall not agree to any settlement in respect of a case to which 4FMV is a co-defendant without 4FMV's prior written consent.

12.2 4FMV’s liability for losses suffered by the Buyer as a result of 4FMV’s breach of contract, negligence or violation of any law or third party rights is strictly limited to actual direct loss which was reasonably foreseeable to all parties and in any event this liability is limited to the lesser of

1. the total amount payable to the 4FMV in respect of the Contract in which the alleged liability arose or
2. the amounts actually paid to and/or due in the twelve (12) months period immediately preceding the event giving rise to such claim.

12.3 All users of the Site do so at their own risk. The Site is provided ‘as is’ and ‘as available’. 4FMV does not guarantee that the service will be error or interruption free and do not guarantee the accuracy of any content provided on the Site. In no event shall either party be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this service, or for any content obtained from or through the service, any interruption, inaccuracy, error or omission, regardless of cause in the content, even if the party from which damages are being sought have been previously advised of the possibility of such damages.

12.4 Certain provinces, states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

13. General

13.1 These terms and any contract for services agreed pursuant to these terms may only be varied by an agreement in writing of all parties (and for the avoidance of doubt, an agreement in writing will include online acceptance of updated terms)

13.2 No failure or delay by 4FMV to exercise any right or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right or remedy. All such rights and remedies are severable and cumulative and not exclusive of each other.

13.3 The Buyer may not transfer, assign or dispose of any right or benefit under these terms or any contract for services agreed pursuant to these terms without the prior written consent of 4FMV.

13.4 Any notice given by 4FMV under these terms shall be deemed delivered 24 hours after emailing such notice to the email address provided by the Buyer on registration with the Site. Any notice given by the Buyer under these terms shall be deemed delivered 24 hours after emailing such notice to 4FMV at buyers@4fmv.ca.

13.5 If any provision of these terms or any contract for services agreed pursuant to these terms is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of the terms or such contract for services which shall remain in full force and effect.

14. Governing Law

14.1 This Agreement shall be governed by and construed in accordance with the laws of Canada and the Province of Ontario.

15. Headings, Etc.

15.1 The division of this Agreement into Articles, Sections, Subsections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in the construction or interpretation of this Agreement.

16. Currency

16.1 All references in this Agreement or any Ancillary Agreement to dollars, unless otherwise specifically indicated, are expressed in Canadian dollars.

Last updated: 26-Sep-2011