Last revision: September 6th, 2024
The following terms of use (the “Terms of Use”) govern your access to and use of services we make available online at Bidmii.com (the “Bidmii Platform”).
These Terms of Use form an agreement between Bidmii, Inc. (“Bidmii”, “us”, “we”, “our”) and you. The term “you” or “User” refers to the person or entity browsing, accessing or otherwise using the Bidmii Platform (“use” or “using” in these Terms of Use will mean any of the foregoing).
BY USING THE BIDMII PLATFORM, YOU: (A) REPRESENT AND WARRANT THAT (I) YOU HAVE REACHED THE AGE OF MAJORITY IN YOUR JURISDICTION, (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (III) ALL INFORMATION SUPPLIED BY YOU TO US THROUGH THE BIDMII PLATFORM IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1.
IF YOU ARE USING THE BIDMII PLATFORM ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF USE.
This Agreement does not alter in any way the terms or conditions of any other agreement you may have with us in respect of any products, applications, services or otherwise.
1. Bidmii Platform
(a) Our Role. The Bidmii Platform is a marketplace where Users seeking home improvement services (“Homeowners”) and home improvement professionals (“Contractors”) may enter into agreements for the provision of the Contractor’s home improvement services (“Contractor Services”, and each such agreement a “Contract”). Through the Bidmii Platform, Homeowners may request Contractor Services and Contractors may bid to provide such Contractor Services. If a Homeowner accepts a bid, the Homeowner and Contractor whose bid was accepted enter into a Contract for the provision of the Contractor Services. Bidmii may engage third parties to assist it in providing the Bidmii Platform or any part thereof.
(b) Bidmii not a Party to the Contracts. You understand that Bidmii is not a party to the Contracts. At all times, Homeowners and Contractors are responsible for evaluating Contracts and the other Homeowners and Contractors with whom they choose to enter into such Contracts. Bidmii may review and accept or reject proposed Contracts in its sole discretion, but Bidmii does not supervise and is not responsible for the content or fulfilment of any Contracts.
(c) Closing out a Contract.
(i) When a Contractor fulfils a Contract, Contractor will complete a walk through of the Contractor Services with Homeowner, and mark the Contractor Services as complete in the Bidmii Platform. Homeowner must then either: (A) also mark the Contractor Services as complete, or (B) identify deficiencies in the Contractor Service that need to be completed before Homeowner agrees to mark the Contractor Services as complete.
(ii) In the event of a dispute arising from or related to the services provided through the Bidmii platform, the aggrieved party ("Complainant") may initiate the conflict resolution process. The Complainant shall identify and detail the nature of the dispute within the messaging section of the Bidmii platform.
Upon receipt of a dispute notification, the other party ("Respondent") shall be notified and given the opportunity to respond to the concerns raised within 14 days of receiving the notification. The Bidmii platform provides a means for open dialogue, including but not limited to, messaging or chat functionalities.
Subsequent to the exchange of information, the Complainant may propose a resolution which they deem fair and equitable within 7 days of the Respondent's reply. This proposal should include the amount of funds the Complainant is willing to release and any other conditions or commitments they expect from the Respondent.
The Respondent shall have the opportunity to review the Complainant's proposal. They may accept the proposed resolution or submit a counter-proposal if they believe modifications or additional commitments are necessary within 7 days of receiving the Complainant's proposal.
In the event that a resolution cannot be reached independently, Bidmii may, at its sole discretion, provide mediation services or assign a neutral third-party moderator to facilitate the resolution process within 30 days of the initial complaint. The mediator/moderator will assist in identifying common ground, exploring alternative solutions, and guiding the parties towards a mutually satisfactory resolution. Either party may request mediation after a certain period of time (e.g., 15 days after the initial complaint). A mediation fee, proportional to the amount in dispute, may be applied. Bidmii reserves the right to choose whether to mediate using a Bidmii representative or an external mediator.
Upon reaching an agreement, Bidmii shall oversee the disbursement of funds (less any transaction fees owed to Bidmii and any amounts for Contractor Services already marked as complete) in accordance with the agreed terms within 14 days of the agreement being reached. This may involve releasing a portion of the funds to the Respondent, as proposed by the Complainant, or any alternative arrangement mutually agreed upon by both parties. Following resolution, both parties will be guided towards the rating and review process within 7 days of the resolution.
All communications, proposals, and agreements made during the conflict resolution process shall be documented and preserved. This ensures transparency, accountability, and provides a reference for any future disputes or clarifications.
(d) Bidmii Pro. Contractors may elect to participate in and sign up for additional services, offering, features and functionalities for an additional monthly or annual fee (“Bidmii Pro”). By participating in Bidmii Pro, Bidmii will provide Contractors with the following services, offerings, features and functionality for a one-year period, and on an annual basis following the initial one-year period (the “Subscription Period”):
(i) All the services, offerings, features and functionality of the standard Bidmii Platform;
(ii) A customized registered domain name unique to the Contractor that is linked directly to the Contractor’s Bidmii profile on the Bidmii Platform (the “Domain Name”);
(iii) Background Verification and Welcome Kit (each defined below) provided to Contractor free of charge;
(iv) Unlimited Site Visit (defined below) requests per month;
(v) The ability to communicate with Homeowners before a Bid through direct messaging, subject to any opt-out
or unsubscribe request from Homeowners;
(vi) The ability to earn referrals;
(vii) The ability to prepare and post an introduction video on the Contractors Bidmii profile;
(viii) Advanced personal statistics;
(ix) Any other services, offerings, features and functionality as may be determined and implemented in Bidmii’s sole discretion from time to time.
Any reference to the Bidmii Platform throughout these Terms of Use includes Bidmii Pro, unless otherwise stated.
(e) Contractor Insurance Program
Bidmii may partner with an insurance company to provide a blanket Commercial General Liability insurance policy ("Policy") to eligible independent contractors completing projects that have been accepted through the Bidmii platform, and Bidmii’s payment system. The Policy provides primary coverage for Bodily Injury and Property Damage with a limit of $2,000,000 per occurrence, a $1,000 deductible, and a $5,000,000 General Aggregate.
To be eligible for coverage under the Policy, independent contractors must meet the following criteria: have at least 3 years of experience in their trade, have no more than two claims in the past 5 years, and for electricians, plumbers, and gas fitters have credentials and licences vetted through the provinces’ Board or College of Trades. Coverage under the Policy is limited to projects completed in Canada, excluding the province of Quebec.
Certain operations are excluded from coverage under the Policy. These exclusions are based on General Underwriting Guidelines and are intended to exclude higher-risk activities that require specialised underwriting. For a full list of excluded operations please reach out to Bidmii.
At any point in the future, Bidmii may choose to charge a fee for inclusion into this service. If Bidmii chooses to charge for this service Bidmii will notify contractors and homeowners in advance of said charges. Any projects currently underway that have coverage will not be affected.
In the event of a claim, the Policy is intended to provide primary coverage, meaning it will respond first ahead of the eligible independent contractor's own commercial insurance.
Bidmii acts as an intermediary in the provision of the Policy and is not responsible for the performance of the insurance company providing the insurance coverage. Any claims related to the Policy should be directed to the insurance company. Bidmii disclaims all liability for any damages or losses arising from the use of the insurance product.
Insurance is underwritten by the Intact Insurance Company (“Intact”). This tool is intended for registered contractors on Bidmii International Inc.’s (“Bidmii”) platform only. Insurance coverage offered by this tool (“Coverage”) is conditional upon your qualification to Intact's underwriting standards. Certain conditions, limitations and exclusions apply. The basic coverage summary provided to you is for informational purposes only. Bidmii’s insurance policy under which the Coverage is offered will prevail at all times. Your personal information will be collected and shared with Intact for the purposes of providing the Coverage and for communicating with you about the Coverage.
(f) Design Services
Bidmii may offer design services to homeowners through the platform. These services are provided by a third-party provider, but may be presented as being provided by Bidmii ("White Label Services"). Bidmii acts as an intermediary in the provision of these services, facilitating the transaction between the homeowner and the third-party provider.
The designs and drawings provided as part of the White Label Services are intended to serve as a guide for homeowners and contractors and are not intended for use in applying for permits. All measurements and related material takeoffs should be verified by the homeowner and contractor. They will not bear any architectural or engineer's stamps. If homeowners choose to use these designs and drawings for purposes beyond their intended use, they do so at their own risk.
Different levels of White Label Services may be offered at different costs. The details of what is included in each service level and the associated costs will be provided to the homeowner at the time of purchase.
The timeline for the provision of White Label Services will depend on the availability of the third-party provider. While Bidmii will make reasonable efforts to facilitate the timely provision of services, it cannot guarantee specific timelines.
Bidmii is not responsible for the performance of the third-party provider in providing the White Label Services. Any claims related to the quality, performance, or any other aspect of the White Label Services should be directed to the third-party provider. Bidmii disclaims all liability for any damages or losses arising from the use of the White Label Services.
(g) Your Responsibilities.
(i) Homeowners are solely responsible for determining the suitability of Contractors to provide the requested Contractor Services and for paying for the Contractor Services. Bidmii hereby disclaims all liability for any claims arising from, in respect of, or relating to the suitability of a Contractor to provide the requested Contractor Services. Homeowners will not use or access the Bidmii Platform or request Contractor Services: (A) in violation of any applicable law or a third party’s rights; (B) in a manner that threatens the security or functionality of the Bidmii Platform; or (C) in any manner not expressly permitted in these Terms of Use; or (D) submit or request any Contractor Services that would require action or inaction by Contractors or any third party that would violate any applicable law or a third party’s rights.
(ii) Contractors are solely responsible for (A) determining which requests for Contractor Services to bid on; (B) which Contracts to enter into; (C) providing the Contractor Services; and (D) ensuring that Contracts and Contractor Services comply with all applicable laws, including applicable building code and consumer protection laws. Contractors will not use or access the Bidmii Platform or enter into Contracts: (1) in violation of any applicable law or a third party’s rights; (2) in a manner that threatens the security or functionality of the Bidmii Platform; or (3) in any manner not expressly permitted in these Terms of Use.
(iii) By using the Bidmii Platform, Homeowner grants Bidmii the right without being guilty of trespass to place a Bidmii-branded road sign (the “Road Sign”) on the Homeowner’s property in such a manner that the Road Sign is clearly visible to passersby. The Road Sign may be placed on the Homeowner’s property by Bidmii at any time between when the Homeowner requests Contractor Services and five days following when the Contractor Services are marked complete. Homeowner agrees to keep the Road Sign in the same position on the property as initially placed by Bidmii for four days following Bidmii’s initial placement of the Road Sign (the “Minimum Promotional Period”). At any time following the Minimum Promotional Period, Homeowner may remove the Road Sign from their property and dispose of the Road Sign at their discretion.
(iv) Users who choose to self-declare any information, claims, or representations on the platform are solely responsible for the accuracy, completeness, and legality of the information provided. Bidmii does not endorse or verify the accuracy of user-provided information. Users understand and agree that Bidmii shall not be held liable for any false, misleading, or inaccurate claims made by users on the platform.
(h) Off Platform Transactions and Fees
(i) Bidmii provides a valuable service by connecting homeowners and contractors. To maintain the integrity of the platform and ensure that all parties are fairly compensated for their participation, certain rules apply to transactions that originate from connections made on the Bidmii Platform but are conducted off the platform.
(ii) If a homeowner identifies a contractor through the Bidmii Platform and chooses to engage the contractor's services outside of the platform, the homeowner is required to pay an Off Platform fee of 4% to Bidmii. This fee is calculated based on the total cost of the project.
(iii) Similarly, if a contractor identifies a project on the Bidmii Platform and enters into a transaction with the homeowner outside of the platform, the contractor is also required to pay an Off Platform fee of 4% to Bidmii. This fee is calculated based on the total cost of the project.
(iv) The Off Platform fee is due upon the start of the project. Bidmii is not responsible for providing an invoice for the Off Platform fee. However, Bidmii will provide a receipt upon payment. At its sole discretion, Bidmii may choose to provide an invoice for the Off Platform fee.
(v) The Off Platform fee is solely a transaction fee and does not create any sort of a relationship or partnership between any of the parties. Payment of the Off Platform fee does not grant any additional rights, including but not limited to the ability to leave ratings and reviews on the Bidmii Platform.
(vi) If the Off Platform fee is not paid within 30 days of the start of the project, interest will accrue on the unpaid fee at a rate of 19% per annum, compounded monthly.
(vii) The Off Platform fee and the associated interest charges are necessary to support the operation of the Bidmii Platform and to discourage the unfair practice of circumventing the platform after connections have been made. This ensures that Bidmii can continue to provide a valuable service to both homeowners and contractors.
(i) Restrictions on Use.
(i) Prohibited Uses. You will not, nor will you permit others to: (i) use the Bidmii Platform to resell or permit timesharing or service bureau use of the Bidmii Platform; (ii) knowingly submit or post any User Feedback (as defined below) that is untrue or inaccurate; (iii) use the Bidmii Platform to create, collect, transmit, store, use or process any User Data: (A) that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (B) that you do not have the lawful right to create, collect, transmit, store, use or process; (C) that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); (iv) reverse engineer, decompile or disassemble any component of the Bidmii Platform; (vi) remove or obscure any proprietary notices or labels on the Bidmii Platform ; (vii) access or use the Bidmii Platform for the purpose of building a similar or competitive product or service; or (viii) perform any vulnerability, penetration or similar testing of the Bidmii Platform.
(ii) Communications through Bidmii Platform. You agree to use the communication services available on the Bidmii Platform to communicate with other Users prior to entering into a Contract. You agree that before entering into a Contract with a Homeowner or Contractor, you (a) will only use the Bidmii Platform to communicate with other Users; (b) will not provide your information that would allow another person to contact you directly (“Direct Contact Information”) to any other User or another person that you identified or were identified by through the Bidmii Platform; (c) will not use Direct Contact information of another user to attempt to or to communicate with, solicit, contact, or find the contact information of a User outside of the Bidmii Platform; (d) will not ask for, provide, or attempt to identify through public means the contact information of another User; and (e) you will not include any Direct Contact Information or means by which your contact information could be discovered in any request or bid for Contractor Services, except as otherwise provided on the Bidmii Platform. You acknowledge and agree that a violation of any provision of this Section 1(e)(ii) is a material breach of the Terms of Service.
(iii) User Conduct. All users of the Bidmii platform are expected to conduct themselves in a manner that is respectful, lawful, and in accordance with these terms and conditions. Users are prohibited from engaging in any actions that may harm the platform or its users, or that violate any applicable laws or regulations. This includes, but is not limited to, harassment of other users, misuse or unauthorised use of the platform and its features, infringement of intellectual property rights, and any other behaviour that is unlawful or unethical. Bidmii reserves the right to investigate and take appropriate action, including the termination of a user's account, in response to any violations of these conduct guidelines.
(j) Verifications and Certifications.
(i) Background Verification. For a fee, Contractors may elect and consent to undergo an optional annual background check and ID verification process whereby third parties will confirm the Contractor’s identity (“ID Verification”) and search all records and information available on the Contractor at the time the search is conducted including non-conviction information, charges before the courts, findings of guilt or convictions and court orders registered in the Contractor’s name in the National Repository of Criminal Records, the Canadian Police Information Centre database and local records available to the police service (the “Background Check” and together with the ID Verification, “Background Verification”). The Background Check may also include a search of court records and a query of records management systems in other police agencies' jurisdictions through the Police Information Portal or other data sharing systems. Contractors that have their identify confirmed through the ID Verification process and/or that undergo a Background Check that indicates the Contractor is not subject to any charges before the courts, findings of guilt or convictions and court orders registered in the Contractor’s name in the National Repository of Criminal Records, the Canadian Police Information Centre database and local records available to the police service, court records, records management systems in other police agencies' jurisdictions through the Police Information Portal or other data sharing systems (a “Verified Background”), may receive a notation on their Bidmii profile indicating such Verified Background. Contractors that have a Verified Background are permitted to request a site visit at the location where a Homeowner has requested the Contractor Services be provided prior to the provision of the Contractor Services (a “Site Visit”). Bidmii may, in its sole discretion, limit the number of Site Visit requests a Contractor is able to make. Bidmii does not represent or warrant that (A) the Background Verification will be complete and accurate, or (B) Contractor Services completed by a Contractor that has a Verified Background will be of a certain quality or meet a certain standard. Bidmii hereby disclaims all liability for any claims arising from, in connection with, or relating to (1) the accuracy and completion of the Background Verification, and (2) the quality of Contractor Services performed by a Contractor that has a Verified Background.
(ii) Certifications. For a fee, Contractors may elect to participate in additional verification and certification programs whereby Bidmii or third parties will review the Contractor’s background information and credentials against certain pre-determined criteria to assess whether the Contractor meets such criteria (collectively, “Bidmii Certifications”). Contractor’s that successfully undergo a Bidmii Certification will have a notation indicating such certification displayed on their Bidmii Profile. Whether a Contractor receives a Bidmii Certification is at the discretion of Bidmii or the third party conducting the Bidmii Certification. Bidmii does not represent or warrant that Contractor Services completed by a Contractor with a Bidmii Certification will be of a certain quality or standard. Bidmii hereby disclaims all liability for any claims arising from, in connection with, or relating to the quality of Contractor Services performed by a Contractor with a Bidmii Certification.
(k) User Ratings.
(i) You acknowledge and agree that: (A) Users may submit feedback and ratings about other Users’ content and services (“User Feedback”) and such User Feedback will be used to establish each User’s “Platform Rating” associated with their Account (as defined in Section 2(a)); (B) Platform Ratings do not reflect the opinion of Bidmii; (C) Bidmii will make Platform Ratings visible to other Users; (D) Bidmii is not responsible for and does not verify User Feedback for accuracy or completeness.
(ii) You agree not to submit User Feedback that is: (A) false, misleading, or impersonates any other person; (B) is bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual.
(i) Suspension of Access; Scheduled Downtime; Modifications. Bidmii may from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, under these Terms of Use: (i) suspend your access to or use of the Bidmii Platform: (A) for scheduled maintenance; (B) due to a Force Majeure (defined below); (C) if Bidmii believes in good faith that you have violated any provision of these Terms of Use; (D) if you have received a poor Platform Rating; (E) to address any emergency security concerns; or (F) if required to do so by a regulatory body or as a result of a change in applicable law; and (ii) to the fullest extent permitted by applicable laws, make any Modifications to the Bidmii Platform.
2. User Accounts
(a) User Accounts. To access certain features of the Bidmii Platform, you must register for a Bidmii Platform account (“Account”). Bidmii may reject Account registrations in its sole discretion. You are solely responsible for all actions made on your Account and for keeping your login credentials safe and private. You agree not to share your login credentials with anyone else or use another User’s Account to access the Bidmii Platform. You must promptly notify us of any actual or suspected unauthorized use of your Account.
(b) Users Authorized to Act. If you are requesting an Account on behalf of another person or entity, you represent and warrant that you are permitted by such person or entity to use the Bidmii Platform on such person or entity’s behalf, including by requesting Contractor Services, posting bids, fulfilling Contracts, evaluating and selecting Contractors to provide Contractor Services, and paying for Contractor Services.
3. Electronic Communications
(a) When you use or view the Bidmii Platform or send e-mails, texts or other electronic messages to us, you are communicating with us electronically and you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Bidmii Platform. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
(b) By creating an account to access the Bidmii Platform, you acknowledge and agree that Bidmii will send you service-related e-mails relating to your account, including service updates. These communications can be managed through user features made available through the Bidmii Platform from time to time.
(c) If you are a member of our mailing list you will also receive email communications from us regarding our products, services and initiatives (including collaborations and partnerships). If you do not wish to receive these communications, you can unsubscribe from such promotional e-mails at any time by clicking on the unsubscribe link in any of our e-mail communications.
(d) If you sign up through Bidmii to receive special offers regarding products and services from our partners, you authorise us to share your email address and other Personal Information you authorise with the partner whose offer you wish to receive. If you request these special offers, you acknowledge the partner may also send you future offers that may interest you. You can opt out of future communications from Bidmii by changing your user settings or emailing support@Bidmii.com; you can unsubscribe from future partner communications by following their unsubscribe and opt out instructions. You do not have to agree to participate in these offers in order to use the Bidmii Platform. You understand that Bidmii may receive financial remuneration in exchange for sharing your email address and other Personal Information you authorise with partners if you choose to sign up for an offer. Once you sign up for an offer, you can change your mind at any time, but if the partner or Bidmii has already relied on your authorization to share your email or other Personal Information for a particular offer, any action already taken cannot be undone.
(e) Third-Party Links & Services. The Bidmii platform may contain links to third-party websites or services. These links are provided for user convenience and do not constitute an endorsement by Bidmii of the third-party sites or services. Bidmii is not responsible for the content, accuracy, legality, or any other aspect of these third-party sites or services. Users are encouraged to read the terms and conditions and privacy policies of any third-party site or service that they visit.
4. Data; Intellectual Property
(a) Except as expressly set forth in these Terms of Use, nothing in these Terms of Use assigns or grants to Bidmii any right, title or interest, including any intellectual property rights, in or to your User Data. You grant to Bidmii a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to access, use, process, store, collect, disclose, and transmit User Data to: (i) provide the Bidmii Platform; (ii) improve and enhance the Bidmii Platform and for other Bidmii offerings; and (iii) produce data, information or other materials that are not identified as relating to a particular individual or Account (such data, information and materials, the “Aggregated Data”). Bidmii may use Aggregated Data for any purpose and without restriction or obligation to you.
Bidmii or its licensors retain all ownership and intellectual property rights in and to: (i) the Bidmii Platform; (ii) anything developed or delivered by or on behalf of Bidmii under these Terms of Use, including the Domain Name, if applicable; and (iii) any Modifications to the foregoing (i) and (ii).
(b) Intellectual Property Rights. All content, logos, trademarks, and other intellectual property related to the Bidmii platform are the exclusive property of Bidmii International Inc. Unauthorised use of this intellectual property is strictly prohibited. Any content generated or uploaded by users on the Bidmii platform becomes the property of Bidmii International Inc. Users must ensure that they have the necessary rights and permissions to any content they upload or generate on the Bidmii platform. Users are strictly prohibited from uploading or generating content that infringes on the intellectual property rights of others.
(c) You may request that we delete your Account or Account record (including personal information in your Account) as set out in Bidmii’s privacy policy located at https://www.Bidmii.com/privacy-policy. If you have requested that we delete your Account, you must cease using the Bidmii Platform immediately.
(d) All rights not expressly granted by Bidmii to User under these Terms of Use are reserved.
5. Privacy
(a) You understand that your Personal Information will be treated in accordance with Bidmii’s privacy policy located at https://www.Bidmii.com/privacy-policy.
(b) Personal Information Warranty. You represent and warrant to, and covenant with Bidmii that your User Data will only contain Personal Information in respect of which you have provided all notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable Bidmii to provide the Bidmii Platform, including with respect to the collection, storage, access, use, disclosure, processing and transmission of Personal Information, including by or to Bidmii and to or from all applicable third parties.
6. Support
User will generally have access to Bidmii’s technical support services (“Support Services”) from 10:00 am to 4:00 pm ET on Monday-Friday, through email at support@Bidmii.com, or by visiting Bidmii.com and using the chat icon in the bottom right corner of the screen, or by using app.Bidmii.com and using the support function from the main menu.
7. Fees and Payment
You must pay the following fees, as applicable to you, in accordance with these Terms of Use:
(a) Contract Fees. Contractors will specify in their bids the fees payable for the provision of the Contractor Services (“Contract Fees”). Homeowners will pay Contract Fees in advance to Bidmii through the Bidmii Platform. Bidmii will release the Contract Fees to Contractors in accordance with the closing out process set forth in Section 1(c). In no event will Bidmii be liable to (i) Homeowners for unperformed or underperformed Contractor Services; or (ii) Contractors for unpaid Contract Fees.
(b) Bidmii charges payment processing fees to the Contract Fees. More information about payment processing fees and how they are calculated can be found https://bidmii.com/m/pricing. Except as otherwise provided on Bidmii, payment processing fees are non-refundable. Bidmii reserves the right to change the service fees at any time, and will provide Homeowners notice of any fee changes before they become effective. Payment processing fees will not affect contracts made prior to the effective date of the change. If you disagree with a fee change you may terminate this agreement at any time pursuant to Section 13.a.
(c) Bidmii Pro Fees. Requesting Contractor Services, submitting bids and using the Bidmii Platform is free unless otherwise stated herein. Notwithstanding the foregoing, Contractors that elect to participate in and sign up for Bidmii Pro must pay the monthly or annual subscription fee as set out in the payment schedule on the Bidmii Platform (“Bidmii Pro Fees”). Contractors will pay the initial Bidmii Pro Fees to Bidmii through the Bidmii Platform and will be automatically charged the Bidmii Pro Fees on a monthly or annual basis, as the case may be, in advance of the first Subscription Period. Bidmii may offer Contractors promotional discounts for Bidmii Pro for a period determined by Bidmii in its sole discretion (the “Promotional Period”). After the Promotional Period, Contractors will be automatically charged the Bidmii Pro Fees on a monthly basis. Contractors will pay the Bidmii Pro Fees for the forthcoming Subscription Period in advance of the Subscription Period. Bidmii Pro Fees are subject to change to the subscription cost at the time of renewal. Contractors may cancel Bidmii Pro at any time prior to commencement of the next Subscription Period by contacting Bidmii employees through the support channels. Bidmii does not provide refunds for any type of cancellation.
(d) Welcome Kit. Contractors may purchase an annual Welcome Kit through the Bidmii Platform for $225 (“Welcome Kit Fee”).
(e) Background Verification Fees. Unless otherwise set out herein, if a Contractor elects to undergo ID Verification and/or a Background Check, the Contractor must pay the ID Verification fee equal to $27.00 per year (the “ID Verification Fee”) and/or the Background Check fee equal to $43.00 per year (the “Background Check Fee”), as applicable. Contractors will pay their initial ID Verification Fee and/or Background Check Fee in advance to Bidmii through the Bidmii Platform. If a Contractor elects to undergo an ID Verification and/or Background Check, the Contractor will automatically be subject to an ID Verification and/or Background Check on an annual basis and will be automatically charged the annual ID Verification Fee and/or Background Check Fee accordingly, unless the Contractor cancels the upcoming Background Check and/or ID Verification at least 30 days’ prior to the date the subsequent Background Check Fee and/or ID Verification Fee is set to be charged to the Contractor, as set out in your Account.[A8]
(f) Certification Fees. Contractors may be required to pay additional fees to Bidmii or a third party for Bidmii Certifications, as may be published on the Bidmii Platform from time to time (the “Certification Fees”, together with the Contract Fees, Bidmii Pro Fees, ID Verification Fee and Background Check Fee, and Welcome Kit Fee, the “Fees”). Contractors will pay Certification Fees in advance to (i) Bidmii through the Bidmii Platform, or (ii) to the applicable third party providing the Bidmii Certification, using the payment method determined by such third party.
(g) Payment Methods. You must provide a valid method of payment upon the earlier of: (i) entering into a Contract; (ii) electing to participate in and signing up for Bidmii Pro; (iii) electing to participate in a Background Verification; or (iv) electing to participate in a Bidmii Certification. You agree and acknowledge that we may bill your payment method for the Fees in accordance with these Terms of Use and any applicable Contracts.
(h) Late Payment. If Users fail to pay any Fees when due, Bidmii reserves the right to suspend Users’ access to the Bidmii Platform or, Bidmii Pro, if applicable, and withhold the posting of any requests or bids for Contractor Services until all due and undisputed amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid.
(i) Taxes. The Fees set out in these Terms of Use do not include applicable sales, use, gross receipts, value-added, excise, personal property or other taxes. Users will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with these Terms of Use other than taxes based on the net income or profits of Bidmii.
(j) Suspension. Any suspension of the Bidmii Platform by Bidmii pursuant to the terms of these Terms of Use will not excuse Users from their obligation to make payments under these Terms of Use.
(k) Contractor Fees. Bidmii reserves the right to charge Contractors fees for projects facilitated through the Bidmii Platform, including but not limited to projects originating from property management companies and regular homeowner projects. These fees may include, but are not limited to:
(i) Payment Processing Fee
(ii) Access Fee
(iii) Non-Bidmii Pro Fee
The rates for these fees will be determined by Bidmii and may be updated from time to time. Current fee rates will be available on the Bidmii Platform or upon request. These fees are subject to applicable taxes and will be deducted from the Contract Fees before payment is released to the Contractor. Bidmii reserves the right to modify, add, or remove fees at any time, with notice provided to Contractors through the Bidmii Platform or other means of communication.
8. Confidential Information
(a) Definitions. For the purposes of these Terms of Use, a party receiving Confidential Information (as defined below) will be the “Recipient”, the party disclosing such information will be the “Discloser” and “Confidential Information” of Discloser means any and all information of Discloser or any of its licensors that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into these Terms of Use, including information concerning the Discloser’s past, present or future customers, suppliers, technology or business, and where Discloser is User includes User Data; provided that Discloser’s Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by Recipient without access to Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.
(b) Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times thereafter it will not, except to exercise its license rights or perform its obligations under these Terms of Use: (i) disclose Confidential Information of the Discloser to any person, except to its own personnel or affiliates having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than these Terms of Use, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Each party will take industry standard precautions to safeguard the other party’s Confidential Information, which will in any event be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.
(c) Exceptions to Confidentiality. Notwithstanding Section 8(b), Recipient may disclose Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the party’s business; or (iii) where Recipient is Bidmii, to Homeowners or Contractors who have entered into a Contract to the extent necessary to facilitate such Contracts.
9. Disclaimer
(a) DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OF USE AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BIDMII DOES NOT WARRANT THAT THE BIDMII PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE BIDMII PLATFORM. EXCEPT AS SPECIFICALLY PROVIDED IN THESE TERMS OF USE, THE BIDMII PLATFORM (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY BIDMII TO USER ARE PROVIDED “AS IS” AND “AS AVAILABLE”.
USER ACKNOWLEDGES THAT BIDMII IS NOT RESPONSIBLE FOR THE ACTIONS OR OMISSIONS OF HOMEOWNERS, CONTRACTORS OR FOR ANY OF THE CONTRACTOR SERVICES OR CLAIMS RELATING THERETO.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BIDMII HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, BIDMII EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO USER IN CONNECTION WITH USER’S USE OF THE BIDMII PLATFORM (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY USER FOR ANY PURPOSE WHATSOEVER.
10. Exclusivity
You acknowledge and agree: (i) that a substantial value to you is the relationships you make with other Users when you identify or are identified by another person through the Bidmii Platform (the “Bidmii Relationship”); and (ii) for 24 months from the start of a Bidmii Relationship (the “Non-Circumvention Period”), you agree to use the Bidmii Platform as your exclusive method to request, make, and receive all payments for Contractor Services directly or indirectly with that person or arising out of your relationship with that person and not to circumvent the payment methods offered on the Bidmii Platform. If you use the Bidmii Platform as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business or its successor when acting in that capacity with respect to the other User. [A9]
11. Indemnities
To the fullest extent permitted by applicable law, you will defend, indemnify and hold harmless Bidmii, and its officers, directors, employees and agents (each, a "Bidmii Indemnitee") from and against any and all Losses incurred by an Bidmii Indemnitee arising out of or relating to any action (other than by an affiliate of an Bidmii Indemnitee) that arise from or relate to: (A) your provision of User Data in a manner not compliant with this Agreement or the Privacy Policy; (B) your breach of Sections 1(e), 5(b) or 7; (C) your unauthorized use Bidmii Platform; (D) any personal injury, damage to property or disputes arising from or relating to the Contractor Services.
12. Limitation of Liabilities
(a) The following provisions have been negotiated by the parties and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy
(b) AMOUNT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE PROVIDED IN SECTION 12(d), TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF BIDMII IN CONNECTION WITH OR UNDER THESE TERMS OF USE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED (I) THE AMOUNT OF THE FEES PAID BY YOU IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (II) IF THE PLATFORM HAS BEEN PROVIDED TO YOU WITHOUT THE PAYMENT OF FEES, $100 USD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
(c) TYPE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE PROVIDED IN SECTION 12(d), TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL BIDMII BE LIABLE TO YOU FOR: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (E) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THE BIDMII PLATFORM OR THESE TERMS OF USE; OR (VII) ANY CLAIMS ARISING FROM OR RELATING TO THE CONTRACTOR SERVICES OR ANY DISPUTES BETWEEN HOMEOWNERS AND CONTRACTORS REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
(d) Exceptions. The exclusions and limitations in Sections 12(a) and 12(c) do not apply to Losses arising out of or relating to a party’s gross negligence or more culpable conduct, including any willful misconduct or intentionally wrongful acts.
13. Term and Termination
(a) Term. These Terms of Use are effective on the day you first use the Bidmii Platform and will remain in effect until terminated by either party in accordance with the provisions of these Terms of Use (the “Term”). We may terminate these Terms of Use at any time and with immediate effect by giving notice to you, at our discretion, by email (at your current email address on file with us) or through the Bidmii Platform. You may terminate these Terms of Use at any time and with immediate effect by requesting by email that your Account be deleted, ceasing use of the Bidmii Platform and uninstalling and deleting the Bidmii Platform. For greater certainty, if you continue to use any portion of the Bidmii Platform that is publicly available after these Terms of Use have been terminated and for as long as Contractor Services are being provided under these Terms of Use, these Terms of Use will continue to apply to the extent of such use.
(b) Effect of Termination. In the event these Terms of Use terminate or expire or suspension of your Account, you remain responsible for any amounts owing under these Terms of Use, including all applicable Fees.
(c) Survival. The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use for any reason: Section 4 (Data; Intellectual Property), Section 5 (Privacy), Section 7 (Fees and Payment), Section 8 (Confidential Information), Section 9 (Warranty; Disclaimer), Section 12 (Limitation of Liabilities), Section 13(c) (Survival), and Section 14 (General Provisions).
14. General Provisions
(a) Notices. Notices sent to either party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the party to whom a notice is being given. Notices must be sent: (i) if to Bidmii, to the following address:
2967 Dundas Street West, Suite 1103
Toronto, ON
M6P 1Z2
and (ii) if to User, to the current postal or email address that Bidmii has on file with respect to User. Bidmii may change its contact information by posting the new contact information on the Website or by giving notice thereof to you. You are solely responsible for keeping your contact information on file with Bidmii current at all times during the Term.
(b) Assignment. You may not assign these Terms of Use to any third party without Bidmii’s prior written consent. Bidmii may assign these Terms of Use or any rights under these Terms of Use to any third party without your consent. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.
(c) Governing Law and Attornment. Except where prohibited by applicable law (which may include the province of Québec), these Terms of Use and any action related thereto will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The parties will initiate any lawsuits in connection with these Terms of Use in Toronto, Ontario, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use. This choice of jurisdiction does not prevent Bidmii from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
(d) Export Restrictions. You will comply with all export laws and regulations that may apply to its access to or use of the Bidmii Platform and posting of any Contracts.
(e) Construction. Except as otherwise provided in these Terms of Use, the parties’ rights and remedies under these Terms of Use are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of these Terms of Use are for reference purposes only and have no substantive effect. The terms “consent” or “discretion” mean the right of a party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other party.
(f) Force Majeure. Neither party will be liable for delays caused by any event or circumstances beyond that party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving that party’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites (“Force Majeure”).
(g) Severability. Any provision of these Terms of Use found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.
(h) Waiver. A waiver of any provision of these Terms of Use must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
(i) Independent Contractors. Bidmii’s relationship to Users is that of an independent contractor, and neither party is an agent or partner of the other. Neither party will have, and neither party will represent to any third party that
it has, any authority to act on behalf of the other party.
(j) Entire Agreement. These Terms of Use constitutes the entire agreement between the parties with respect to the subject matter of these Terms of Use and supersedes all prior or contemporaneous agreements, representations or
other communications between the parties, whether written or oral.
(k) Amendments. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW (WHICH MAY INCLUDE THE PROVINCE OF QUEBEC), WE RESERVE THE RIGHT TO CHANGE THESE TERMS OF USE AT ANY TIME BY POSTING A NEW VERSION TO THE BIDMII PLATFORM. IT IS YOUR OBLIGATION TO MONITOR THE BIDMII PLATFORM FOR ANY SUCH CHANGES. YOUR CONTINUED ACCESS TO OR USE OF THE BIDMII PLATFORM AFTER ANY CHANGES TO THESE TERMS OF USE INDICATES YOUR ACCEPTANCE OF SUCH CHANGES. IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS OF USE REGULARLY.
(l) English Language. It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
(m) Updates to the Terms and Conditions. Bidmii reserves the right to modify these terms and conditions at any time, at its sole discretion. If we make changes to these terms and conditions, we will notify users through their registered email address, or through a notification on the Bidmii platform. The changes will become effective on the date specified in the notification. Continued use of the Bidmii platform after the effective date of any changes to the terms and conditions constitutes acceptance of those changes.
(n) Contact Information. If you have any questions or concerns about these terms and conditions, please contact us at support@bidmii.com. We are committed to addressing your concerns and providing a high level of customer service.
15. Definitions
(a) “Bidmii Platform” means: (i) services through which Bidmii hosts and makes available through its online platform connecting Homeowners and Contractors ; (ii) any component or Modification of the services referred to in (i); and (iii) the Support Services.
(b) “Loss” or “Losses” means any and all losses, damages, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
(c) “Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.
(d) “Personal Information” means information about an identifiable individual.
(e) “User Data” means any data, information, content, records, and files that a User loads or enters into, transmits to, or makes available to the Bidmii Platform, including but not limited to Personal Information.
(f) “Welcome Kit” means a collection of branded and co-branded merchandise.