General Terms & Conditions - Independent Contractor
Agreement – Independent Contractor (General Contractor, Specialty Contractor, Subcontractor or Builder), hereinafter referred to as Contractor, agrees to perform services and provide materials and Purchaser, Gallop Green Ventures, LLC a Kentucky Limited Liability Company doing business as Honest Home with a principal place of business located at 133 Breckenridge Lane, St. Matthews, Kentucky 40207, hereinafter referred to as Company or Purchaser, agrees to engage Contractor for the purchase services and materials from Contractor, subject to Contractor’s acceptance of the following General Terms and Conditions for Purchase of Services and Materials and exclusive of any other conditions and agreements.
Modification – These general terms and conditions applicable to Independent Contractors may not be modified except by a written modification signed by Company’s Managing Member (Sandra Perry) or other designated person authorized by Managing Member.
Purchase of Services and Materials – Contractor offers to perform services and provide materials in the form of a Quotation or Proposal. Company’s acceptance of Contractor’s Quotation or Proposal constructs an initial commitment between Company and Contractor for Company to purchase services and materials offered. Company’s Purchase Order issued to Contractor will serve as the Purchase Agreement to Order the purchase of the services and materials to perform the scope of work. Changes in scope of work and contract value will be negotiated and the Company’s Purchase Order will be modified to incorporate the agreed to changes.
Nature of Services to Be Performed – The nature of the services to be performed by Contractor under this Agreement shall be described in Quotes, Proposals, Orders, Purchase Orders, Drawings and/or Email Orders which shall become a part of this Agreement.
Term of Agreement – This agreement will become effective when the Purchase Order is signed by the Company and will terminate on one of the earlier of 1) the date the Contractor completes the services and is paid or 2) the date either party terminates the Agreement
Payment for Services and Materials – In consideration for services performed and materials provided by Contractor, the Company agrees to pay Contractor as noted on the Purchase Order or per addendum or both.
Company strives to promptly pay all contractors for completed work and will strive to issue payment to Contractor within 7 business days after completion and inspection of work, and Contractor’s invoice are supported with any required documentation.
Final payment of the balance due of the contract price shall be made to the Contractor within 7 business days after receipt by the Company of final payment from the Customer or Project Owner for Contractor’s Work.
Submission of Invoices - Invoices shall include: invoice number, dates of service and a summary of the work performed, total hours worked (if required) and total amount due.
Other Costs and Expenses - Except for Other Costs and Expenses Approved via Change Order, Contractor shall be responsible for all materials and expenses incurred while performing services under this Agreement. This includes automobile, truck, and other travel expenses; vehicle maintenance and repair costs; vehicle and other license fees and permits; insurance premiums; road, fuel, and other taxes; fines; radio, pager, or cell phone expenses; meals; and all salary, expenses, and other compensation paid to employees or contract personnel the Contractor hires to complete the work under this Agreement.
Vehicles, Equipment and Tools – Contractor will furnish all vehicles, equipment, tools, and consumables used to provide the work required by this Agreement. The Company will not require Contractor to rent or purchase any equipment, product, or service as a condition of entering into this Agreement.
Insurance – The Company shall not provide insurance coverage of any kind for Contractor or Contractor's employees or contract personnel. Before commencing any work, Contractor shall provide the Company with proof insurance and with proof that The Company has been made an additional insured under the policies. The Contractor agrees to carry liability insurance with liability limits equal to or greater than those required for building contractors by state law or as stated on the Purchase Order or addendum. Certificates of insurance are required from Contractor and Contractor’s subcontractors utilizing and working at the project site.
Workers’ Compensation Insurance – The Company shall not obtain, provide or be responsible for workers' compensation insurance on behalf of Contractor or Contractor's employees or Contractors’ subcontractors or subcontractors’ employees. Contractor shall provide Workers Compensation Certificate with liability limits equal to or greater than those required by state law or as stated on the Purchase Order or addendum.
If self-employed, Contractor shall provide a Signed Certificate that Contractor, as a self-employed Independent Contractor, is exempt from Workers Compensation. If Contractor is self-employed and hires employees to perform any work under this Agreement, Contractor will cover them with workers' compensation insurance to the extent required by law and provide the Company with a certificate of workers' compensation insurance or if self-employed, self-employed exemption certificates before the employees and/or contractors begin any work.
Indemnification – Contractor shall indemnify and hold the Company harmless from any loss or liability arising from performing services under this Agreement including but not limited to, claims or liens by the Contractor’s workman, subcontractors, or materialmen. Additionally, Contractor agrees to indemnify and hold the Company harmless for any damage to, loss of, or theft of tools, materials or property of the Contractor, the Contractor’s employees, subcontractors or workmen.
Independent Contractor Status – Contractor is an independent contractor, and neither Contractor nor Contractor's employees or contract personnel are, or shall be deemed, the Company’s employees. In its capacity as an independent contractor, Contractor agrees and represents, and the Company agrees, as follows:
- Contractor has the right to perform services for others during the term of this Agreement but such work for others shall not interfere or impact with the Company’s project work schedule.
- Contractor has the sole right to control and direct the means, manner, and method by which the services required by this Agreement will be performed. Contractor shall select the routes taken, starting and quitting times, days of work, and the order the work is performed. However, starting and quitting times are subject to Project Owner’s approval.
- Subject to compliance with Insurance requirements, Contractor has the right to hire assistants as subcontractors or to use employees to provide the services required by this Agreement.
- Neither Contractor nor Contractor's employees or contract personnel shall be required to wear any uniforms provided by the Company.
- The services required by this Agreement shall be performed by Contractor, Contractor's employees, or contract personnel and the Company shall not hire, supervise, or pay any assistants to help Contractor.
- Neither Contractor nor Contractor's employees or contract personnel shall receive any training from the Company in the professional skills necessary to perform the services required by this Agreement.
- Neither Contractor nor Contractor's employees or contract personnel shall be required by the Company to devote full time to the performance of the services required by this Agreement.
Unemployment Compensation – Contractor or Contractor’s employees will not be entitled to unemployment benefits in connection with work performed under this Agreement. The Company shall make no state or federal unemployment compensation payments on behalf of Contractor or Contractor's employees or contract personnel.
Termination of Agreement – With reasonable cause, either the Company or Contractor may terminate this Agreement, effective immediately upon giving written notice. Reasonable cause includes: a material violation of this Agreement, or any act exposing the other party to liability to others for personal injury or property damage.
Contractor Required Documentation – Before commencing work, Contractor shall provide the Company with all necessary information to properly comply with various laws and tax regulations as required including but not limited to following:
- IRS Form W-9
- Insurance Certificate – Liability Insurance
- Insurance Certificate – Workers Compensation