dolphinze

Welcome to Dolphinze!

These Terms of Service ("Terms") govern your use and access of Dolphinze's platform and services (collectively, the "Services"). By using the Services, you agree to be bound by these Terms. If you disagree with any part of these Terms, you are not authorized to use the Services. For questions about these Terms, please contact our Customer Support at info@dolphinze.com.

Services Overview

Dolphinze provides a robust platform designed to facilitate efficient business relationships between Clients and Contractors, both locally and internationally. Our services differ based on whether you register as a "Client" or "Contractor," and may necessitate fees as indicated on the Platform.

Client Management Services: Clients can onboard and manage Contractors within their accounts payable systems, ensure vendor compliance, advise on tax and labor law adherence, execute contracts, generate work statements, and simplify Contractor payments.
Contractor Management Services: Contractors can easily engage with Clients, formalize contractual terms, configure payment options, and centralize payment processes.

Process Overview

Free registration is available for both Clients and Contractors. If you represent a business, you confirm that you have the authority to bind that business to these Terms. We collect compliance data from Contractors on behalf of our Clients.

Contract Management Tools

Contract Dashboard: Manage and organize contracts with unique Contract IDs.
Contract Templates: Choose from contract type templates.
Contract Generation: Define contract terms, including project specifics.
Contract Execution: Utilize secure e-signing functionalities.
Pre-Existing Agreements: Upload and manage existing contracts.

Defined Terms

The following terms shall have the meanings ascribed herein: -

Account: An authorized Platform user account.
Client: A business entity using the Services to engage Contractors.
Company Administrator: Individuals with the authority to act on behalf of a Client.
Payroll Administrator: Individuals authorized to use the Services for Contractor onboarding, due diligence, and payments.
Executive: Individuals authorized to view transactions of payments and related data.
Contractors: Users offering services to Clients.
Disputes: Disagreements between Clients and Contractors regarding contract terms or payments.
Payment Service Providers: Third-party financial services handling funds transfers.
Funds: Monies payable to Contractors.
Management Services: Services provided to Clients or Contractors.
Users: All Account holders including Clients, Contractors, and Administrators.

Dolphinze Accounts

To utilize the Services, create an Account using accurate legal and business identifiers for due diligence. If registering as a business, designate Company Administrator, Payroll Administrators, Executives for whom you are responsible. Notify Dolphinze immediately of unauthorized access.

Use of Services

By utilizing the Services, you agree to these Terms and any supplemental Service Agreements. Your use of the Services must comply with applicable laws and third-party obligations. Dolphinze reserves the right to modify or discontinue the Services without prior notice.

Content

Dolphinze is not responsible for the accuracy or appropriateness of any content uploaded by Users. Although we may monitor for violations, we do not exercise editorial control over User Content. By using the Services, you consent to our Privacy Policy.

Disclaimer on Professional Advice

Dolphinze does not provide legal, financial, or professional advice. All information is intended for general informational purposes and should not be construed as specialized advice. Users are responsible for their actions based on the provided information and are encouraged to consult with qualified professionals for expert advice.

Payment Terms and Payment Methods

Payment Plans

Clients may be subject to fees for select Services as outlined on the Dolphinze Platform. Upon selection of a Payment Plan, you hereby agree to fulfill payment obligations in accordance with the listed fees. These fees are subject to change at Dolphinze's discretion, provided notice is given. Continued usage of the Services after a fee modification shall be considered acceptance of the amended Payment Plan. Fees listed in the Payment Plan do not include applicable taxes, which shall be the Client's responsibility. Dolphinze may offer Payment Plans with complimentary trial periods. Unless canceled during the trial period, the Free Trial shall automatically convert into a chargeable Payment Plan. Once a billing cycle commences, Payment obligations are non-cancellable and no refunds shall be issued for any unused portions of the Payment Plan.

Payment Methods

Dolphinze collaborates with authorized Payment Service Providers to facilitate transactions. All Payment methods shall be governed by the respective terms and conditions as set forth by the Payment Service Providers. Dolphinze disclaims any liability for losses or damages, either direct or indirect, relating to the utilization of third-party Payment Services. The Client is responsible for any additional fees levied by third-party Payment Service Providers.

Compliance

In accordance with statutory requirements, both Dolphinze and Payment Service Providers may collect and process payment-related information for purposes including but not limited to, anti-money laundering measures and compliance with legal obligations. By supplying payment information, you affirm your authorization to engage in financial transactions through the Platform.

Use of Payment Service Providers

Your engagement with any Payment Service Provider shall be governed by the terms of service or other contractual agreements existing between you and the said Provider. Dolphinze expressly disclaims all liability for any direct or indirect losses, financial or otherwise, arising from the conduct or negligence of any Payment Service Provider. The Client assumes all responsibility for additional fees incurred through the utilization of a Payment Service Provider.

Disputes and Contract Cancellations

Payment from Clients to Contractors should only be released upon mutually agreed criteria being met. Disputes arising between the Client and Contractor must be resolved directly between the parties involved or via the Payment Service Provider. Dolphinze does not assume a mediating role in such disputes.

Cancellation Policies

Contracts can be terminated by either party using the features provided on Dolphinze's dashboard. Such termination shall have no bearing on the merits of any ongoing disputes.

Dolphinze Cancellation

Dolphinze reserves the right to cancel any Contracts for violations of these Terms or for any activity deemed suspicious at its sole discretion.

Tax & Invoicing Documentation

Dolphinze may generate invoices and tax documentation; however, the accuracy of such documents is not guaranteed. The responsibility for verification lies solely with the user.

Compliance

While Dolphinze may offer tax compliance services, it does not offer tax advice. Users are responsible for confirming tax rates and seeking advice from their tax advisors.

Intellectual Property

Ownership of Platform, Services, and Content

The Platform, Services, and all Content therein (excluding User Content) shall remain the exclusive property of Dolphinze and its licensors. The Services are protected by copyright, trademark, and other laws applicable in both Canada and any jurisdiction where Services are rendered. Unauthorized use of Dolphinze's trademarks, service marks, trade dress, logos, or trade names is strictly prohibited. No user shall alter, remove, or conceal any proprietary rights notices embedded in the Platform and/or Services.

User Content Ownership

Upon submission of User Content, you or the business entity you represent, retain all rights, titles, and interests in said Content. You grant Dolphinze a non-exclusive, royalty-free, perpetual, worldwide, sub-licensable, and transferable license to use, modify, distribute, and perform actions as outlined above with respect to the User Content.

Term and Termination

Term

The term of a Dolphinze Plan begins on the Effective Date and shall continue until the earlier of the expiration of the underlying Relevant Contract or one year from the Effective Date ("Initial Term"), unless earlier terminated as outlined herein.

Automatic Renewal

Following the Initial Term, the Plan shall automatically renew for successive one-year periods ("Renewal Term") unless terminated in writing at least 30 days before the expiration of the Initial Term or any Renewal Term.

Termination of Plan

The Dolphinze Plan may be terminated upon the earliest occurrence of any of the following events: the expiration of the Term; non-payment by the Client; or termination by the Client as specified herein.

Termination by Dolphinze

Dolphinze reserves the right to terminate the Client's Plan for causes including but not limited to non-payment, fraud, or misrepresentation, without prior written notification. Additionally, Dolphinze may terminate for convenience by providing 30 days' written notice.

Termination by the Client

The Client may terminate the Dolphinze Plan at the end of the Term by providing at least 30 days' written notice through the Dolphinze Platform or by sending an email to info@dolphinze.com

Notice of Loss

In the event of any issue which the Client reasonably determines could result in a Loss under this agreement, the Client shall promptly notify Dolphinze in writing within 5 days from the discovery date of such issue.

Limitation of Liability

To the fullest extent permitted by applicable law, Dolphinze and its directors, officers, employees, and agents disclaim all liability for any direct, indirect, incidental, consequential, special, or exemplary damages, including but not limited to, damages for loss of profits, revenue, or data, incurred by you or any third party, whether in an action in contract or tort, arising from your access to, and use of, the Service, even if Dolphinze has been advised of the possibility of such damages.

Representations and Warranties of the Client

Inaccuracy or Breach of Representations

Dolphinze shall not be held liable for any losses stemming from or related to inaccuracies in, or breaches of, any representations or warranties made by the Client through the Questionnaire or any other medium on the Dolphinze Platform, especially if the Client was aware, or reasonably should have been aware, of such inaccuracies or breaches.

Client's Obligation to Produce Evidence

The Client hereby agrees to provide, or make available for inspection by Dolphinze or its authorized agents, all pertinent evidence relating to any loss, damage, cost, or other matter relevant to this Agreement. Dolphinze shall have no liability for any failure to inspect or for the results of any inspection.

Client Questionnaire

To be eligible for the Service Guarantee, the Client is required to adhere strictly to our Terms of Service, which includes the successful completion of Dolphinze’s due diligence support form, herein referred to as the "Questionnaire". The Questionnaire must be passed when engaging a Contractor, unless otherwise exempted in writing by Dolphinze.

Expiration of the Questionnaire

A Questionnaire shall be deemed "expired" or "failed" under the following conditions:

Twelve months after its last completion.
Ninety days after Dolphinze notifies the Client of changes in
Immediately, upon the Client's request as per sections labeled "What is not guaranteed."
Immediately, upon changes in law and if the Client’s Dolphinze Plan has expired. Changes in the contractual terms with Contractors must be reported to Dolphinze immediately via email at info@dolphinze.com and necessitate a retake of the Questionnaire.

Communication

Contractual Changes

Any changes in the scope of the contractual relationships with Contractors must be communicated immediately in writing to Dolphinze via email at info@dolphinze.com. Subsequent to such changes, a new Questionnaire must be completed and passed.

Modification of Dolphinze Plan

Dolphinze reserves the unilateral right to amend this Service Guarantee, any Dolphinze Plan's terms and conditions, or adjust pricing at any time, as deemed appropriate in its sole and absolute discretion.

Indemnification

The Client and Authorized Users agree to indemnify and hold harmless Dolphinze, its subsidiaries, affiliates, officers, directors, employees, agents, and representatives from any and all liabilities, damages, losses, costs, and expenses, including but not limited to reasonable legal fees, arising from or related to:

Use of the Dolphinze Platform by the Client or Authorized Users.
Breach of these Terms of Service by the Client or Authorized Users.
Violation of applicable laws, regulations, or third-party rights by the Client or Authorized Users.

The Client shall promptly notify Dolphinze of any third-party claims or legal proceedings where indemnification under this section may apply. Dolphinze reserves the right to assume sole control over the defense of such claims at its own expense.

By using this Service, you consent to the collection, use, and disclosure of your personal data in accordance with ourPrivacy Policy.

Severability

If any provision of these Terms is found to be unenforceable or invalid, such provision shall be modified to the extent necessary to render it enforceable, while preserving its intent. If such modification is not possible, the provision shall be severed, and the remaining provisions shall remain in effect.

Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of Canada. Any disputes arising from these Terms shall be resolved exclusively in the competent courts of Ontario, Canada.